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, 2020

Exhibit 2.1

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, 2020

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

iii

EXHIBITS

iv

INDEX OF DEFINED TERMS

v

INDEX OF DEFINED TERMS

(continued)

vi

INDEX OF DEFINED TERMS

(continued)

vii

INDEX OF DEFINED TERMS

(continued)

viii

INDEX OF DEFINED TERMS

(continued)

ix

INDEX OF DEFINED TERMS

(continued)

x

TRANSACTION AGREEMENT

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 (“▇▇▇▇▇▇”), and GRHP Management, LLC as the Shareholders’ Representative. Subversive, MergerSub, ▇▇▇▇▇▇ and the Shareholders’ Representative are each referred to herein as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Subversive and ▇▇▇▇▇▇ each desire that Subversive acquire all of the ▇▇▇▇▇▇ Shares owned by the Canadian Shareholders upon the terms and subject to the conditions set forth in this Agreement by means of a purchase and sale of such ▇▇▇▇▇▇ Shares (the “Purchase Transaction”);

WHEREAS, immediately after giving effect to the Purchase Transaction, Subversive and ▇▇▇▇▇▇ each desire that Subversive acquire all of the ▇▇▇▇▇▇ Shares owned by the remaining ▇▇▇▇▇▇ Shareholders upon the terms and subject to the conditions set forth in this Agreement by means of a merger (the “Merger”) of MergerSub with and into ▇▇▇▇▇▇ with ▇▇▇▇▇▇ surviving the merger (the “Surviving Company”) and becoming a wholly owned Subsidiary of Subversive (together with the Purchase Transaction, the “▇▇▇▇▇▇ Transaction”);

WHEREAS, the ▇▇▇▇▇▇ Transaction, together with the LCV Transaction, is intended to constitute the “qualifying transaction” (as such term is defined in the Exchange Listing Manual and pertaining to special purpose acquisition corporations (“SPACs”)) (a “Qualifying Transaction”) of Subversive;

WHEREAS, the Subversive Board and the MergerSub Board have each unanimously determined that the ▇▇▇▇▇▇ Transaction is in the best interests of Subversive and MergerSub and fair to their respective shareholders, and have resolved to support the ▇▇▇▇▇▇ Transaction and enter into this Agreement;

WHEREAS, the ▇▇▇▇▇▇ Board has unanimously determined that the ▇▇▇▇▇▇ Transaction is in the best interests of ▇▇▇▇▇▇ and fair to its shareholders, and has resolved to support the ▇▇▇▇▇▇ Transaction and enter into this Agreement;

WHEREAS, the completion by ▇▇▇▇▇▇ of the ▇▇▇▇▇▇ Transaction will require the affirmative vote, whether at a meeting or by a written consent, of the ▇▇▇▇▇▇ Shareholders holding a majority of the outstanding (i) ▇▇▇▇▇▇ Series A Shares and ▇▇▇▇▇▇ Series B Shares, each voting as a separate class, and (ii) all ▇▇▇▇▇▇ Shares, voting together as if they were holders of a single class of shares and on an as-converted basis (collectively, the “▇▇▇▇▇▇ Shareholder Approval”);

WHEREAS, for U.S. federal income tax purposes, Subversive, MergerSub and ▇▇▇▇▇▇ intend that (a) the ▇▇▇▇▇▇ Transaction will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (b) the ▇▇▇▇▇▇ Transaction and the LCV Transaction shall be treated as occurring pursuant to a plan or series of related transactions for purposes of Section 7874 of the Code and the Treasury Regulations Section 1.7874-2(e), (c) this Agreement will constitute a “plan of reorganization” with the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a), and (d) Subversive, MergerSub and ▇▇▇▇▇▇ will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code; and

WHEREAS, certain ▇▇▇▇▇▇ Shareholders have concurrently with the execution and delivery of this Agreement entered into a Support and Lock-Up Agreement with Subversive.

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NOW, THEREFORE in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained in this Agreement, and subject to the conditions set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.01    CERTAIN DEFINITIONS. For purposes of this Agreement, including the Recitals:

“Acquisition Proposal” means any offer, proposal or inquiry (whether written or oral) from any Person or group of Persons or any Affiliate of any Person (other than Subversive or its Affiliates) acting jointly or in concert after the Agreement Date relating to: (a) any sale or disposition (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, of: (i) assets representing five percent (5%) or more of the fair market value of the consolidated assets of the ▇▇▇▇▇▇ Entities or contributing five percent (5%) or more of the annual consolidated net revenue, annual consolidated net income or consolidated book value of the ▇▇▇▇▇▇ Entities or (ii) five percent (5%) or more of the outstanding voting or equity securities of any ▇▇▇▇▇▇ Entity (or rights or interests in such voting or equity securities); (b) any take-over bid, exchange offer or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning ten percent (10%) or more of any class of voting or equity securities of any ▇▇▇▇▇▇ Entity; (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving any ▇▇▇▇▇▇ Entity; (d) any other similar transaction or series of transactions involving any ▇▇▇▇▇▇ Entity; or (e) a material financing transaction, in the case of clauses (a) through (e), excluding this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

“Adverse Tax Consequence” has the meaning ascribed to such term in Section 5.04 hereof.

“Affiliate” has the meaning ascribed to such term in National Instrument 45-106 Prospectus Exemptions.

“Aggregate Option Exercise Price” means the sum of the cash exercise prices payable upon exercise of all Vested In-the-Money ▇▇▇▇▇▇ Options.

“Agreement Date” means the date of this Agreement.

“Ancillary Agreements” means the Nomination Agreement, the Registration Rights Agreement, and the Sponsor Lock-up and Forfeiture Agreement.

“Associate” has the meaning set forth in section 1(1) of the Securities Act (Ontario).

“Base Value” means an amount equal to (i) $282,940,430; plus (ii) the Aggregate Option Exercise Price; less (iii) the Net Debt as of the Closing Date; less (iv) the Expense Fund.

“BCBCA” means the Business Corporations Act (British Columbia).

“Business Day” means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in Toronto, Ontario, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or in the State of California, United States of America.

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“▇▇▇▇▇▇ Board” means the board of directors of ▇▇▇▇▇▇, as constituted from time to time in accordance with the ▇▇▇▇▇▇ Constating Documents.

“▇▇▇▇▇▇ Business” means the conduct, directly or indirectly, of one or more of the following activities: (a) the ownership, operation and/or management of any state-licensed Cannabis and Hemp, manufacturing, production or distribution facilities, dispensaries or related businesses; (b) the development, manufacture, production, distribution, marketing, offering for sale, distribution, delivery and/or sale of any products or services, in each case, relating to Cannabis and Hemp, regardless of the form, method of delivery or use, including any similar or related products, services or technology; and (c) the engagement in industrial and/or agricultural research and/or the development of any proprietary products or intellectual property, in each case, relating to Cannabis and Hemp. For clarity and without limiting the foregoing, the “▇▇▇▇▇▇ Business” includes the businesses operated by the ▇▇▇▇▇▇ Entities.

“▇▇▇▇▇▇ Charter” means the Second Amended and Restated Certificate of Incorporation in respect of ▇▇▇▇▇▇ dated December 24, 2019.

“▇▇▇▇▇▇ Common Shares” means the shares of Common Stock (as defined in the ▇▇▇▇▇▇ Charter).

“▇▇▇▇▇▇ Constating Documents” means the Constating Documents of ▇▇▇▇▇▇, including the ▇▇▇▇▇▇ Charter and the bylaws of ▇▇▇▇▇▇.

“▇▇▇▇▇▇ Data” means all data contained in the systems, databases, files or other records of any ▇▇▇▇▇▇ Entity and all other information and data compilations used by any ▇▇▇▇▇▇ Entity, whether or not in electronic form, including Personal Data.

“▇▇▇▇▇▇ Disclosure Schedule” means the ▇▇▇▇▇▇ disclosure schedule delivered by ▇▇▇▇▇▇ to Subversive on the Agreement Date.

“▇▇▇▇▇▇ Entities” means, collectively, ▇▇▇▇▇▇ and its Subsidiaries and the ▇▇▇▇▇▇ ▇▇ Entities.

“▇▇▇▇▇▇ Fundamental Representations” means, collectively, Section 3.01, Section 3.04, Section 3.07 Section 3.15, Section 3.19, Section 3.27 and Section 3.28.

“▇▇▇▇▇▇ Holder” means, collectively, the ▇▇▇▇▇▇ Shareholders and the holders of ▇▇▇▇▇▇ Options.

“▇▇▇▇▇▇ ▇▇ Entities” means, collectively, OG Enterprises Branding, Inc., a Delaware corporation (the “▇▇▇▇▇▇ ▇▇ Parent Entity”), and OG California Branding Inc., a California corporation.

“▇▇▇▇▇▇ Option Plan” means the CMG Partners, Inc. 2019 Stock Option and Grant Plan.

“▇▇▇▇▇▇ Options” means all outstanding options issued by ▇▇▇▇▇▇ to acquire ▇▇▇▇▇▇ Common Shares pursuant to the ▇▇▇▇▇▇ Option Plan.

“▇▇▇▇▇▇ Preferred Shares” means, collectively, the ▇▇▇▇▇▇ Series A Shares and the ▇▇▇▇▇▇ Series B Shares.

“▇▇▇▇▇▇ Prospectus Financial Statements” means the audited statement of financial position of ▇▇▇▇▇▇ as at each of September 30, 2020, December 31, 2019, and December 31, 2018, and the audited statement of comprehensive income, statement of changes in equity and statement of cash flows of ▇▇▇▇▇▇ for the periods ended September 30, 2020 and December 31, 2019, together with the notes thereto; and “▇▇▇▇▇▇ Prospectus Financial Statements” shall also include such other financial statements of the ▇▇▇▇▇▇ Entities as are required to be included in the Prospectus pursuant to applicable Laws and all prepared in accordance with IFRS.

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“▇▇▇▇▇▇ Series A Shares” means the shares of Series A Preferred Stock of ▇▇▇▇▇▇ (as defined in the ▇▇▇▇▇▇ Charter).

“▇▇▇▇▇▇ Series B Shares” means shares of Series B Preferred Stock of ▇▇▇▇▇▇ (as defined in the ▇▇▇▇▇▇ Charter).

“▇▇▇▇▇▇ Shareholders” means the holders of ▇▇▇▇▇▇ Shares, as of immediately prior to the Closing Date, registered as such in the register of shareholders of ▇▇▇▇▇▇.

“▇▇▇▇▇▇ Shares” means, collectively, the ▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇ Preferred Shares.

“Canadian Shareholders” means, collectively, 2656299 Ontario, Inc., AJA Holdings 2013, Inc. and Autumn Growth Limited Partnership.

“Cannabis” means all parts of the plant Cannabis sativa L. containing more than 0.3 percent THC, whether growing or not; the seeds thereof; the resin extracted from any part of such plant; and every compound, manufacture, salt, derivative, mixture, or preparation of such plant, its seeds or resin. The term does not include the mature stalks of such plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination.

“Cannabis License” means any temporary, provisional, term limited, or permanent permit, license, registration, variance, clearance, consent, commission, franchise, exemption, order, authorization, or approval from any Governmental Authority that regulates the cultivation, manufacture, processing, marketing, sale or distribution of Cannabis products, whether for medical or recreational use, including but not limited to the annual cannabis license issued by the State of California (including by the Bureau of Cannabis Control, the California Department of Food and Agriculture or the California Department of Public Health, as applicable).

“Cash” means the aggregate amount of all unrestricted cash and cash equivalents (including marketable securities, short term investments, liquid instruments, ▇▇▇▇▇ cash, deposits in transit to the extent there has been a reduction of receivables on account therefor, the amount of any received and uncleared checks, wires or drafts (but not including the amount of any issued but uncleared checks, wires or drafts) and all cash held for ▇▇▇▇▇▇’▇ account by ▇▇▇▇▇▇’▇ payment processors, in each case calculated in accordance with IFRS using, to the extent in accordance with IFRS, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Balance Sheet.

“Cash Transaction Expenses” means the amount of Transaction Expenses that are paid by ▇▇▇▇▇▇ on or prior to the Closing Date.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Change in Control” means (a) any transaction or series of related transactions involving a sale of (i) the equity securities having more than fifty percent (50%) of the voting power of Subversive or the Surviving Company or LCV (whether by merger, consolidation, recapitalization, sale or transfer of equity securities or otherwise) or (ii) all or substantially all of the assets of Subversive or the Surviving Company or LCV; provided, however, that any such sale or transfer by, among or between Subversive, the Surviving Company, LCV or any Subsidiary thereof, will not otherwise be deemed a Change in Control and (b) the first day on which any of the CMG Nominees are not elected to the Subversive Board at any meeting of the shareholders of Subversive at which directors are elected.

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“Closing Cash-Out Amount” means, with respect to each ▇▇▇▇▇▇ Share being converted into the right to receive cash in accordance with Section 2.02(b)(ii), an amount of cash equal to the product of (a) the Closing Preferred A Consideration Per Share (in the case of ▇▇▇▇▇▇ Series A Shares), the Closing Preferred B Consideration Per Share (in the case of ▇▇▇▇▇▇ Series B Shares) or the Closing Common Consideration Per Share (in the case of ▇▇▇▇▇▇ Common Shares), multiplied by (b) the Closing VWAP.

“Closing Common Consideration” means a number of Subversive Common Shares, equal to sum of (i) the Closing Transaction Consideration, less (ii) the aggregate total number of Subversive Common Shares issued to all holders of ▇▇▇▇▇▇ Series A Shares and ▇▇▇▇▇▇ Series B Shares pursuant to Section 2.02(b)(i).

“Closing Common Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) the Closing Common Consideration, divided by (ii) the total Fully Diluted Common Shares.

“Closing Preferred A Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) $6.00, divided by (ii) the Effective Share Price.

“Closing Preferred B Consideration Per Share” means a number of Subversive Common Shares equal to the quotient of (i) $7.06, divided by (ii) the Effective Share Price.

“Closing Transaction Consideration” means, a number of Subversive Common Shares equal to the quotient of (a) an amount equal to the Base Value divided by (b) the Effective Share Price.

“Closing VWAP” means the volume weighted average price per share of the Subversive Class A Shares on the Exchange (or on the principal exchange on which the Subversive Class A Shares are then traded) for the ten (10) consecutive trading days ending on the Business Day that is three (3) Business Days prior to the Closing Date, as reported by Bloomberg Finance L.P.

“CMG Nominees” means those Persons nominated to the Subversive Board by the Shareholders’ Representative pursuant to the Nomination Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Constating Documents” means memorandum of association, memorandum of continuance, certificate of incorporation or articles of incorporation, amalgamation, or continuation, by-laws, constitution, operating agreement, limited liability company agreement or certificate of formation, as applicable, and all amendments to such memorandum of association, memorandum of continuance, certificate of incorporation or articles of incorporation, by-laws, constitution, operating agreement, limited liability company agreement or certificate.

“Contingent Common Consideration” means, with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to sum of (i) the total Contingent Transaction Consideration to be paid on such date, less (ii) the aggregate portion of such Contingent Transaction Consideration, if any, that is to be paid to the ▇▇▇▇▇▇ Series A Shares and the ▇▇▇▇▇▇ Series B Shares.

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“Contingent Common Consideration Per Share” means, with respect to any payment of Contingent Transaction Consideration to be paid on any date, a number equal to the quotient of (i) the Contingent Common Consideration to be paid on such date, divided by (ii) the total Fully Diluted Common Shares.

“Contingent Payment VWAP” means, as of the date of any payment of Trading Price Consideration, the volume weighted average price per share of the Subversive Common Shares (as reported by Bloomberg Finance L.P.) on the Exchange (or on the principal exchange on which the Subversive Common Shares are then traded) for the five (5) consecutive trading days ending on the Business Day that is three Business Days prior to the date that such Contingent Transaction Consideration is paid.

“Contingent Preferred A Consideration Per Share” means with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to the quotient of (i) the Preferred A Contingent Value Per Share, if any, divided by (ii) the Contingent Payment VWAP as of the date of payment of such Contingent Transaction Consideration.

“Contingent Preferred B Consideration Per Share” means with respect to any payment of Contingent Transaction Consideration to be made on any date, a number of Subversive Common Shares equal to the quotient of (i) the Preferred B Contingent Value Per Share, if any, divided by (ii) the Contingent Payment VWAP as of the date of payment of such Contingent Transaction Consideration.

“Contingent Transaction Consideration” means, collectively, (i) the Trading Price Consideration, if any, (ii) the Earnout Consideration, if any, (iii) the PPP Loan Consideration, if any and (iv) the Remaining Prior Acquisition Agreements Consideration, if any.

“Continuing Employee” means each employee of any ▇▇▇▇▇▇ Entity that remains employed immediately after the Closing by Subversive, the Surviving Company or any Affiliate thereof, and, for purposes of Section 2.04 of this Agreement, an employee of any ▇▇▇▇▇▇ Entity, Subversive, the Surviving Company or any Subsidiary of Subversive who has remained employed by any such entity on a continuous basis through the applicable date set forth in Section 2.04(a)(ii), Section 2.04(b)(iii), Section 2.04(c)and Section 2.04(f).

“Contract” means all contracts, agreements, licenses, commitments, obligations and understandings, in any case whether written or oral, to which any Person is party or by which any of their assets are bound, and all amendments, restatements, supplements or other modifications thereto or waivers thereunder.

“COVID-19” means the Coronavirus Disease 2019, or any similar or related disease caused by the SARS- CoV-2 virus, or any mutation or evolution thereof.

“COVID-19 Requirements” means any policies, guidelines or Laws enacted, directly or indirectly, in response to or in connection with COVID-19 (including (i) any “shelter-in-place”, “stay at home” or similar Orders, (ii) the Cybersecurity and Infrastructure Security Agency Critical Infrastructure Worker Guidance 2.0, as may be amended, supplemented, updated or otherwise modified from time to time, (iii) the CARES Act and (iv) any guidance released by the Centers for Disease Control and Prevention).

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Effective Share Price” means the Closing VWAP; provided, that if the Closing VWAP is equal to or greater than $9.50, then the Effective Share Price shall be $10.00.

“Employed Option Holder” means, as of the date of any payment pursuant to Section 2.04, a holder of Rollover Options who is a Continuing Employee as of such date.

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“Environmental and Safety Requirements” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) health or safety, (iii) the Release or threatened Release of, or exposure to, any Hazardous Material, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of such Release or threatened Release or (iv) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material; and, without limiting the generality of the foregoing, includes the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6091 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 7401 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Toxic Substance Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. § 300(f) et seq.) and Proposition 65, as amended (California Health and Safety Code Sections 25249.5 et seq.), and any applicable federal, state, local or foreign Law having a similar subject matter.

“Equity Securities” means, (i) if a Person is a corporation, shares of capital stock of such corporation and, if a Person is a form of entity other than a corporation, ownership interests in such form of entity, whether membership interests or partnership interests, (ii) other securities directly or indirectly convertible into, or exercisable or exchangeable for, any securities described in clause (i) above, (iii) any options, warrants or rights to directly or indirectly subscribe for or purchase, any securities described in clause (i) or (ii) above, or (iv) any agreement containing profit participation or phantom equity features with respect to any Person that is an entity.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued thereunder.

“ERISA Affiliate” means any ▇▇▇▇▇▇ Entity, ▇▇▇▇▇▇ Shareholder or any predecessor of any ▇▇▇▇▇▇ Entity and any ▇▇▇▇▇▇ Shareholder and any other Person who constitutes or has constituted all or part of a controlled group or had been or is under common control with, or whose employees were or are treated as employed by any ▇▇▇▇▇▇ Entity, any ▇▇▇▇▇▇ Shareholder or predecessor of ▇▇▇▇▇▇ Entity and any ▇▇▇▇▇▇ Shareholder, under Section 414 of the Code or Section 4001(b) of ERISA.

“Escrow Account” means the escrow account of Subversive established and maintained by the Escrow Agent, which holds in escrow the gross proceeds of the initial public offering of the Subversive Class A Restricted Voting Units, including the gross proceeds of the over-allotment option.

“Escrow Agent” means Olympia Trust Company, in its capacity as escrow agent, under the Escrow Agreement, and its successors and permitted assigns.

“Escrow Agreement” means the escrow agreement dated July 16, 2019, among Subversive, Odyssey Trust Company, and the IPO Underwriter, as supplemented by a successor escrow agreement, entered into among Subversive, the Escrow Agent, Odyssey Trust Company, and the IPO Underwriter.

“Exchange” means the NEO Exchange Inc.

“Exchange Listing Manual” means the Neo Exchange Inc. Listing Manual.

“Excluded Share” means any ▇▇▇▇▇▇ Share owned by Subversive immediately prior to the Effective Time.

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“Expense Fund” means $50,000, designated as an expense fund to be deposited by Subversive with the Shareholders’ Representative at the Closing and held by the Shareholders’ Representative in the Expense Account.

“Federal Cannabis Laws” means any U.S. federal laws and regulations, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, marketing, sale and possession of Cannabis or products containing or relating to the same, including, without limitation, the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301-392, the prohibitions on drug trafficking under the Controlled Substances Act, 21 U.S.C. § 801, et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

“Final IPO Prospectus” means the final long-form prospectus of Subversive dated July 10, 2019, in connection with its initial public offering of Subversive Class A Restricted Voting Units.

“Fully Diluted ▇▇▇▇▇▇ Shares” means the number of ▇▇▇▇▇▇ Common Shares issued and outstanding as of immediately prior to the Closing Date, (i) including all shares issuable upon exercise of all Vested In-the- Money ▇▇▇▇▇▇ Options outstanding immediately prior to the Effective Time, (ii) assuming the conversion of all ▇▇▇▇▇▇ Preferred Shares outstanding immediately prior to the Effective Time into ▇▇▇▇▇▇ Common Shares, and (iii) excluding all shares issuable upon exercise of all unvested ▇▇▇▇▇▇ Options outstanding immediately prior to the Effective Time; provided, that for purposes of calculating the Contingent Preferred A Consideration Per Share, the Contingent Preferred B Consideration Per Share and the Contingent Common Consideration Per Share for purposes of making and allocating payments of Contingent Transaction Consideration, if any, pursuant to Section 2.04(b)(iii), Fully Diluted ▇▇▇▇▇▇ Shares shall be calculated to include all ▇▇▇▇▇▇ Common Shares subject to the Rollover Options held immediately prior to the Effective Time by Employed Option Holders entitled to participate in the Earnout Consideration pursuant to Section 2.04(b)(iii); provided, further, that for purposes of calculating the Contingent Preferred A Consideration Per Share, the Contingent Preferred B Consideration Per Share and the Contingent Common Consideration Per Share for purposes of making and allocating payments of Contingent Transaction Consideration, if any, pursuant to Section 2.04(d), Fully Dilued ▇▇▇▇▇▇ Shares shall be calculated to exclude all ▇▇▇▇▇▇ Series B Shares that would not have ultimately been paid as an earnout under the Prior Acquisition Agreements after the final determination thereof (prior to any amendments thereto to have the earnout paid in the corresponding portion of the Prior Acquisition Agreements Consideration ).

“Fully Diluted Common Shares” means the Fully Diluted ▇▇▇▇▇▇ Shares less the total number of ▇▇▇▇▇▇ Series A Shares and ▇▇▇▇▇▇ Series B Shares issued and outstanding as of immediately prior to the Closing Date.

“Governmental Authority” means any: (a) country, nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; (c) governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, organization, body or entity and any court or other tribunal), including, for greater certainty, a Securities Authority; (d) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (e) applicable stock exchange; or (f) applicable self-regulatory organization.

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“Governmental Authorization” means any consent, approval, permit, license, certificate, franchise, permission, variance, waiver, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Government Official” means, collectively, any officer or employee of a Governmental Authority, any Person acting for or on behalf of any Governmental Authority, any political party or official thereof and any candidate for political office.

“Hazardous Material” means hazardous substances, as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; hazardous wastes, as defined by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; hazardous materials as defined by the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); radioactive material, including any source, special nuclear, or by-product material as defined in 42 U.S.C. § 2011 et seq.; asbestos; lead; polychlorinated biphenyls; microbial matter, biological toxins, mycotoxins, mold or mold spores; and other material, substance or waste to which liability or standards of conduct may be imposed, or which requires or may require investigation, under any applicable Environmental and Safety Requirements.

“Hemp” means the plant Cannabis sativa L. and any derivatives thereof, including the seeds, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a THC concentration of less than 0.3 percent on a dry weight basis.

“Highest In the Money Exercise Price ” means the highest per share exercise price at which the product of (x) the Closing Common Consideration Per Share and (y) the Effective Share Price would exceed such highest per share exercise price assuming that (a) all Vested ▇▇▇▇▇▇ Options outstanding immediately prior to the Effective Time (i) with a per share exercise price equal to or less than such highest per share exercise price are included in the Fully Diluted Common Shares and (ii) with a per share exercise price greater than such highest per share exercise price are excluded from the Fully Diluted Common Shares and (b) the sum of the exercise prices of all Vested ▇▇▇▇▇▇ Options (i) with a per share exercise price equal to or less than such highest per share exercise price were included in the Aggregate Option Exercise Price and (ii) with a per share exercise price greater than such highest per share exercise price were excluded from the Aggregate Option Exercise Price.

“IFRS” means International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (IASB), together with its pronouncements thereon from time to time, and applied on a consistent basis.

“Improper Payment Laws” means the United States Foreign Corrupt Practices Act of 1977 or any rules or regulations thereunder, the United Kingdom Bribery Act of 2010, any legislation implementing the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and any other applicable Law regarding anti-bribery or illegal payments or gratuities.

“Income Tax” means any Taxes (a) imposed on, or with reference to, net income or gross receipts, or (b) imposed on, or with reference to, multiple bases including net income or gross receipts.

“Income Tax Return” means a Tax Return filed or required to be filed in connection with the determination, assessment or collection of any Income Tax of any party or the administration of any Laws or administrative requirements relating to any Income Tax.

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“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations for borrowed money, including all PPP Loans, (b) all obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) all obligations under swaps, ▇▇▇▇▇▇ or similar instruments, (d) all obligations for the deferred purchase price of any property or services (other than trade accounts payable and accrued expenses incurred in the ordinary course of business), including earn-outs, payments under non-compete agreements and seller notes (provided, that ▇▇▇▇▇▇’▇ obligations to issue the Prior Acquisition Agreements ▇▇▇▇▇▇ Shares shall not be included as Indebtedness), (e) all obligations created or arising under any conditional sale or other title retention agreement, (f) all obligations secured by a Lien, (g) all obligations under leases which shall have been or should be, in accordance with U.S. GAAP, recorded as capital leases, (h) all obligations in respect of bankers’ acceptances, surety bonds, performance bonds or letters of credit, (i) all obligations of any third party which are directly or indirectly guaranteed by such Person or in respect of which such Person has otherwise assured an obligee against loss, and (j) all interest, principal, prepayment penalties, premiums, fees or expenses due or owing in respect of any item listed in clauses (a) through (j) above.

“Intellectual Property” means, collectively, all of the following and all rights of the following types, in the United States and all countries or jurisdictions foreign thereto, (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, (b) all Trademarks, all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all moral rights and copyrights in any work of authorship (including catalogues and related copy, databases, software, and mask works) and all applications, registrations, and renewals in connection therewith, (d) all trade secrets, confidential business information, ideas, research and development, know-how, methods, formulas, recipes, compositions, manufacturing and production processes and techniques, technical and other data, designs, drawings, specifications, customer and supplier lists, ingredients lists, pricing and cost information, and business and marketing plans and proposals), (e) all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces, algorithms and related documentation) (collectively, “Software”), (f) all rights to privacy and publicity and all name, image, and likeness rights, (g) all other proprietary and intellectual property rights,

(h) all copies and tangible embodiments of any of the foregoing (in whatever form or medium), (i) the exclusive right to display, reproduce, make, use, sell, distribute, import, export and create derivative works or improvements based on any of the foregoing, and (j) all income, royalties, damages and payments related to any of the foregoing (including damages and payments for past, present or future infringements, misappropriations or other conflicts with any intellectual property), and the right to ▇▇▇ and recover for past, present or future infringements, misappropriations or other conflict with any intellectual property.

“IPO Underwriter” means Canaccord Genuity Corp.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means (a) with respect to ▇▇▇▇▇▇, the actual knowledge of the individuals set forth in Section 1.01(a) of the ▇▇▇▇▇▇ Disclosure Schedule, and the knowledge of the individuals set forth in Section 1.01(a) of the ▇▇▇▇▇▇ Disclosure Schedule after making reasonable inquiries regarding the relevant matter, and (b) with respect to Subversive, the actual knowledge of the individuals set forth in Section 1.01(b) of the ▇▇▇▇▇▇ Disclosure Schedule and the knowledge of the individuals set forth in Section 1.01(b) of the ▇▇▇▇▇▇ Disclosure Schedule after making reasonable inquiries regarding the relevant matter.

“Law” means any federal, state, local, municipal, provincial, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, consent order, consent decree, decree, Order, judgment, rule, regulation, ruling, directive, regulatory guidance, agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or with or under the authority of any Governmental Authority.

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“LCV Transaction” means the transactions contemplated under and by the LCV Transaction Agreement.

“LCV Transaction Agreement” means the Transaction Agreement and Plan of Reorganization, dated as of the Agreement Date, among Subversive, Left Coast Ventures, Inc., a Delaware corporation (“LCV”) and the other parties thereto.

“Liabilities” means any indebtedness, liabilities or obligations of any nature whatsoever, whether accrued or unaccrued, absolute or contingent, direct or indirect, asserted or unasserted, fixed or unfixed, known or unknown, ▇▇▇▇▇▇ or inchoate, perfected or unperfected, liquidated or unliquidated, secured or unsecured, or otherwise, and whether due or to become due.

“Liens” means any lien, pledge, hypothecation, charge, mortgage, security interest, claim, option, right of first refusal, pre-emptive right, or community property interest or any restriction (except those contained in the applicable articles) on the voting of any security or the transfer of any security or asset, but excluding non-exclusive Intellectual Property licenses entered into in the Ordinary Course.

“Losses” means any and all Liabilities, losses, damages, awards, judgments, royalties, deficiencies, penalties, fines, Taxes, demands, claims, costs and expenses (including reasonable fees and expenses of attorneys, accountants and other advisors and experts paid in connection with the investigation, prosecution or defense of, and all amounts paid in settlement with respect to, any of the foregoing or any Proceeding relating to any of the foregoing, including in respect of enforcement of indemnity rights hereunder).

“Material Adverse Effect” when used in connection with a Party means any change, event, development, occurrence, effect, state of facts or circumstance (each, an “Event”) that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect to the business, condition (financial or otherwise), assets, liabilities or results of operations of that Party and its Subsidiaries, taken as a whole, or would be reasonably expected to prevent or materially delay that Party from consummating the transactions contemplated by this Agreement, other than Events that arise from or in connection with (either alone or in combination): (i) general global political, economic, financial, currency exchange, securities, capital or credit market conditions; (ii) any act of terrorism, war (whether or not declared), armed hostilities, riots, insurrection, civil disorder, military conflicts or other armed conflict, in each case, whether occurring within or outside of Canada or the United States, or any material worsening of such conditions threatened or existing as of the date hereof; (iii) any climatic or other natural events, calamities or conditions (including drought, other weather conditions, any natural disaster, national or global health emergencies or pandemics (including the COVID-19 pandemic) or any material worsening of such conditions threatened or existing as of the date hereof; (iv) any change or proposed change in Law (including taxation laws), IFRS, U.S. GAAP or accounting rules or the interpretation thereof applicable to the industries or markets in which either Party operates; (v) any change affecting the industries or markets in which such Party operates; (vi) the announcement of the execution of this Agreement or the pending consummation of this Agreement or the LCV Transaction Agreement, the ▇▇▇▇▇▇ Transaction, the LCV Transaction or any other transactions contemplated by this Agreement or the LCV Transaction Agreement; (vii) any failure by any ▇▇▇▇▇▇ Entity to meet any internal or published projections, forecasts, or revenue or earnings predictions (but not the cause or causes of any such failure); or (viii) compliance with the terms of, and the taking of any action required by, this Agreement or the LCV Transaction Agreement or the ▇▇▇▇▇▇ Transaction or LCV Transaction, or the taking or not taking of any action at the request of, or with the written consent of, the other Party except in the case of clauses (i) through (v) above, such exceptions will not apply to the extent such Event has had a disproportionate effect on such Party relative to similarly situated businesses in the same industry and markets.

“MergerSub Board” means the board of directors of MergerSub, as constituted from time to time in accordance with the MergerSub Constating Documents.

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“MergerSub Constating Documents” means the Constating Documents of MergerSub.

“Net Debt” means the sum of (i) total Indebtedness of ▇▇▇▇▇▇ as of the Closing Date, less (ii) Cash of ▇▇▇▇▇▇ as of the Closing Date, less (iii) all Cash Transaction Expenses.

“Nomination Agreement” means that certain Nomination Rights Agreement, to be executed by Subversive and those Persons party thereto, in the form attached hereto as Exhibit.

“Non-U.S. Person” shall mean a Person other than a U.S. Person.

“Open Source Software” means any software that is subject to the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the GNU Affero General Public License, any “copyleft”, “open source”, or “free” license, or any other license that requires as a condition of use, modification or distribution of such software that such software or other software combined or distributed with it be: (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge.

“Order” means any order, writ, assessment, decision, injunction, decree, judgment, ruling, award, settlement or stipulation issued, whether preliminary or final, promulgated or entered into by or with any Governmental Authority.

“Ordinary Course” means, with respect to an action taken by a Party, that such action (a) is consistent with the past practices of such Party and (b) is taken in the ordinary course of the operations of the business of such Party.

“OSC” means the Ontario Securities Commission.

“Other Transactions” means the LCV Transaction and the SC Transactions.

“Permitted Liens” means (a) statutory liens for current Taxes which are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by a Party and its Subsidiaries, (b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar statutory Liens arising in the Ordinary Course, (c) Liens consisting of pledges or deposits required in the Ordinary Course of business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (d) any interest or title of a lessor or sublessor (or licensor or sublicensor), as lessor or sublessor, under any lease (or license) and any precautionary uniform commercial code financing statements filed under any lease that do not materially detract from the value of or interfere with a Party’s and its Subsidiaries’ present uses or occupancy of such property, (e) easements, rights of way and liens or restrictions on use that are imposed by law relating to zoning, building or land use, (f) purchase money security interests and any Lien securing obligations reflected in the financial statements of a Party, (g) any other non-monetary encumbrance that does not materially detract from the value of or materially interfere with a Party’s and its Subsidiaries’ present uses or occupancy of their respective assets, and (h) Liens created by or through Subversive upon or after the Closing.

“Permitted Transferee” means (a) in the case of a natural Person, to such Person’s (i) parents, spouse, siblings, or natural or adopted children, (ii) a trust or trusts, exclusively for the benefit of such Persons or (iii) an entity in which one or more of such Persons hold the entire beneficial interest; (b) upon the death of a natural Person, to such Person’s heirs, executors, administrators, testamentary trustees, legatees or beneficiaries; (c) in the case of a Person other than a natural Person, to any Affiliate of such Person; and (d) in the case of the winding up or liquidation of a Person other than a natural person, to its Affiliates, shareholders, members or partners, as applicable.

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“Person” means an individual, company (including not-for-profit company), corporation (including a not- for-profit corporation), body corporate, general or limited partnership, limited liability partnership, limited liability company, unlimited liability corporation, joint venture, trust, estate, association, trustee, executor, administrator, legal representative, Governmental Authority, unincorporated organization or other entity of

“Personal Data” means all data that identifies or locates a natural person or that, in combination with other reasonably available data, can be used to identify or locate a natural person.

“PIPE Transaction” means any treasury offering of subscription receipts of Subversive on a brokered or non-brokered private placement basis, whereby each such subscription receipt will entitle the holder thereof to ultimately receive one Subversive Common Share on or around the Closing Date.

“Prior Acquisition Agreements” means (i) the Membership Interest Purchase Agreement, dated as of August 2, 2019, among ▇▇▇▇▇▇, CrEATe Experience, LLC, Alex Cointreau, and the other parties thereto, and (ii) the Limited Liability Company Agreement of ▇▇▇▇▇▇ CAREDELA1, LLC, dated as of September 3, 2019, among ▇▇▇▇▇▇, ▇▇▇▇▇▇ CAREDELA1, LLC, and the other parties thereto.

“Prior Acquisition Agreements ▇▇▇▇▇▇ Shares” means the maximum number of ▇▇▇▇▇▇ Series B Shares issuable by ▇▇▇▇▇▇ as an earnout under the Prior Acquisition Agreements.

“Pro Forma Capitalization Table” means a capitalization table setting forth the total authorized Equity Securities and total outstanding Equity Securities of Subversive, presented assuming the consummation of the ▇▇▇▇▇▇ Transaction, the LCV Transaction and the SC Transactions and all of the transactions contemplated hereby and thereby, including (i) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to the ▇▇▇▇▇▇ Transaction, (ii) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to LCV Transaction, (ii) the aggregate number of Equity Securities of Subversive issued or reserved for issuance with respect to the SC Transactions, and (iv) the aggregate number of Equity Securities of Subversive issued or reserved for issuance to Sponsor and its Affiliates.

“PPP Loans” means all obligations arising under and related to any loans received by a ▇▇▇▇▇▇ Entity pursuant to the Paycheck Protection Program or the CARES Act or any other governmental relief program relating to COVID-19.

“Preferred A Contingent Value Per Share” means, as of the date of any payment of Contingent Transaction Consideration, (i) $0.00, if the Transaction Consideration Value Per Share is less than $6.00, or (ii) the amount by which Transaction Consideration Value Per Share exceeds the total Transaction Consideration Value previously paid with respect to each ▇▇▇▇▇▇ Series A Share, if the Transaction Consideration Value Per Share is greater than $6.00.

“Preferred B Contingent Value Per Share” means, as of the date of any payment of Contingent Transaction Consideration, (i) $0.00, if the Transaction Consideration Value Per Share is less than $7.06, or (ii) the amount by which Transaction Consideration Value Per Share exceeds the total Transaction Consideration Value previously paid with respect to each ▇▇▇▇▇▇ Series B Share, if the Transaction Consideration Value Per Share is greater than $7.06.

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“Privacy and Information Security Requirements” means (a) all Laws relating to the Processing of Personal Data, data privacy or information security, to the extent applicable to ▇▇▇▇▇▇ Entities and (b) the Payment Card Industry Data Security Standards.

“Pro Forma Balance Sheet” means a pro forma consolidated balance sheet of Subversive, presented assuming the consummation of the ▇▇▇▇▇▇ Transaction, the LCV Transaction and the SC Transactions and all of the transactions contemplated hereby and thereby, and the payment or accrual of all transaction expenses in connection therewith.

“Pro Rata Share” means, with respect to each ▇▇▇▇▇▇ Share, the result of a fraction, the numerator of which is the total amount of Closing Transaction Consideration paid with respect to such ▇▇▇▇▇▇ Share, and the denominator of which is the total amount of Closing Transaction Consideration paid with respect to all ▇▇▇▇▇▇ Shares.

“Proceeding” means any action, suit, claim (or counterclaim), cause of action, charge, complaint, litigation, arbitration, mediation, grievance, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before any court or other Governmental Authority or any arbitrator or arbitration or mediation panel, or any administrative or supervisory action taken by a Governmental Authority.

“Process” or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).

“Prospectus” means the preliminary prospectus and/or final prospectus of Subversive, and any amendment thereto, as the context requires, containing disclosure regarding, among other things, Subversive and the completion of the ▇▇▇▇▇▇ Transaction and the LCV Transaction (and any related matters), as the Qualifying Transaction of Subversive.

“Purchase Consideration” means, with respect to each of the Purchase Shares: (A) a number of Subversive Common Shares equal to the Closing Preferred A Consideration Per Share (in the case of Purchase Shares that are ▇▇▇▇▇▇ Series A Shares), Closing Preferred B Consideration Per Share (in the case of Purchase Shares that are ▇▇▇▇▇▇ Series B Shares) or Closing Common Consideration Per Share (in the case of ▇▇▇▇▇▇ Common Shares); and (B) the contingent right to receive the applicable portion per Purchase Share of the Contingent Transaction Consideration following the Closing in accordance with Section 2.04.

“Qualified Investor” means a ▇▇▇▇▇▇ Shareholder that either (a) qualifies as an accredited investor, as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as mutually determined by Subversive and ▇▇▇▇▇▇ in their reasonable discretion, or (b) otherwise may receive Subversive Common Shares in the ▇▇▇▇▇▇ Transaction pursuant to an available exemption from the registration requirements of the Securities Act as mutually determined by Subversive and ▇▇▇▇▇▇ in their reasonable discretion.

“Registration Rights Agreement” means that certain Registration Rights Agreement, to be executed by Subversive and those Persons party thereto, in the form attached hereto as Exhibit.

“Related Party” means each ▇▇▇▇▇▇ Shareholder who alone or together with such Person’s Affiliates, owns ten percent (10%) or more of the ▇▇▇▇▇▇ Shares, each officer, manager or director of a ▇▇▇▇▇▇ Entity, each family member of any ▇▇▇▇▇▇ Shareholder of the type referenced above, or any director, manager or officer of a ▇▇▇▇▇▇ Entity, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than a ▇▇▇▇▇▇ Entity).

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“Related Party Transaction” means any Contract or arrangement or transaction between a ▇▇▇▇▇▇ Entity, on the one hand, and any Related Party, on the other hand.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping into the indoor or outdoor environment.

“Representative” means, with respect to any Person, any Subsidiary of such Person and such Person’s and each of its respective Subsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives.

“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject or target of any Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by Governmental Authorities with jurisdiction over any ▇▇▇▇▇▇ Shareholder or the ▇▇▇▇▇▇ Entities (including the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which any ▇▇▇▇▇▇ Entity operates.

“Sanctions Laws” means all Laws and requirements of any jurisdiction, including the U.S., applicable to any ▇▇▇▇▇▇ Shareholder or any ▇▇▇▇▇▇ Entity, their Affiliates or any Party to this Agreement concerning or relating to Sanctions, terrorism or money laundering, including, without limitation, (a) Executive Order No. 13224 of September 23, 2001 entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”); (b) the USA PATRIOT Act of 2001; (c) the U.S. International Emergency Economic Powers Act; (d) the U.S. Trading with the Enemy Act; (e) the U.S. United Nations Participation Act; (f) the U.S. Syria Accountability and Lebanese Sovereignty Act; (g) the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; (h) the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012; and (i) any similar Laws, rules, regulations and requirements enacted, administered or enforced by the U.S., the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority in the jurisdictions in which any ▇▇▇▇▇▇ Entity operates.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) listed in the annex to, or otherwise subject to the provisions of, the Executive Order; (c) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons;” (d) located, organized or resident in a Sanctioned Jurisdiction that is, or whose government is, the subject or target of Sanctions; (e) which otherwise is, by public designation of the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other relevant Governmental Authority in the jurisdictions in which any ▇▇▇▇▇▇ Entity operates, the subject or target of any Sanction; (f) with which any party to this Agreement is prohibited from dealing or otherwise engaging in any transaction by any Sanctions Laws; or (g) owned or controlled by any such Person or Persons described in the foregoing clauses (a)-(f).

“SC Agreements” means, collectively, the SC Transaction Agreement, the SC Brand Strategy Agreement, the Heads of Terms and the other agreements and documents pursuant to which the SC Transactions shall be consummated.

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“SC Transactions” means the consummation of the transactions contemplated by (a) the Transaction Agreement, dated as of the Agreement Date (the “SC Transaction Agreement”), by and between Subversive, SC Vessel 1, LLC, ▇▇▇▇▇▇, and OG Enterprises, Inc., (b) the Brand Strategy Agreement, by and between SC Branding, LLC and Subversive, dated as of the Agreement Date (the “SC Brand Strategy Agreement”), and (c) the Binding Heads of Terms, dated as of the Agreement Date, among Subversive, Roc Nation, LLC and the other parties thereto (the “Heads of Terms”).

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Authority” means the OSC and any other applicable securities commission or securities regulatory authority of any province or territory of Canada or the United Sates, including the United States Securities and Exchange Commission.

“Securities Laws” means the Securities Act (Ontario) and all the securities laws of each province and territory of Canada, except Quebec, and the rules, regulations and policies of the Exchange.

“SEDAR” means the System for Electronic Document Analysis and Retrieval administered by the Canadian Securities Administrators.

“Service Provider” means each director, manager, officer, employee, independent contractor, consultant, leased employee or other service provider of the ▇▇▇▇▇▇ Entities.

“Sponsor” means Subversive Capital, LLC, a Delaware limited liability company.

“Sponsor Lock-up and Forfeiture Agreement” means that certain Sponsor Lock-up and Forfeiture Agreement, to be executed by Subversive, Sponsor and those Persons party thereto, in the form attached hereto as Sponsor Lock-Up And Forfeiture Agreement

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Exhibit E

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity.

“Subversive Board” means the board of directors of Subversive, as constituted from time to time in accordance with the Subversive Constating Documents and the Investor Rights Agreement.

“Subversive Class A Restricted Voting Units” means the class A restricted voting units of Subversive issued pursuant to the Final IPO Prospectus, each consisting of one Subversive Class A Share and one half Warrant.

“Subversive Class A Shares” means the class A restricted voting shares in the capital of Subversive. “Subversive Class B Shares” means the class B shares in the capital of Subversive.

“Subversive Common Shares” means the common shares in the capital of Subversive. “Subversive Constating Documents” means the Constating Documents of Subversive.

“Subversive Disclosure Schedule” means the Subversive disclosure schedule delivered by ▇▇▇▇▇▇ to Subversive on the Agreement Date.

“Subversive Fundamental Representations” means, collectively, Section 4.01, Section 4.05, Section 4.06, Section 4.10, Section 4.12(f), Section 4.18(j), Section 4.19 and Section 4.20.

“Subversive Parties” means, Subversive and its Affiliates and their respective equity holders and Representatives.

“Subversive Securities Authorities” means, collectively, the Alberta Securities Commission, British Columbia Securities Commission, Manitoba Securities Commission, Financial and Consumer Services Commission of New Brunswick, Office of the Superintendent of Securities Service Newfoundland and Labrador, Office of the Superintendent of Securities of the Northwest Territories, Nova Scotia Securities Commission, Nunavut Securities Office, Ontario Securities Commission, Office of the Superintendent of Securities of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Financial and Consumer Affairs Authority of Saskatchewan and Office of the Yukon Superintendent of Securities.

“Subversive Shareholders” means (a) prior to the Effective Time, the registered holders or beneficial owners, as the context requires, of the Subversive Shares; and (b) at and after the Effective Time, the registered holders and/or beneficial owners, as the context requires, of the Subversive Common Shares.

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“Subversive Shares” means the Subversive Class A Shares, the Subversive Class B Shares and the Subversive Common Shares.

“Support and Lock-Up Agreement” means the voting support and lock-up agreements dated as of the Agreement Date between Subversive and each Person set forth in Section 1.01(c) of the ▇▇▇▇▇▇ Disclosure Schedule.

“Tax” or “Taxes” means (i) any and all multi-national, U.S. federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, entertainment, amusement, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, ad valorem, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, composite, healthcare, escheat or unclaimed property (whether or not considered a tax under applicable Law) or other tax, of any kind whatsoever, including any interest, penalties or additions to Tax, any penalties resulting from any failure to file or timely file a Tax Return, or additional amounts in respect of the foregoing; (ii) liability for the payment of any amounts of the type described in clause (i) above of another Person arising as a result of being (or ceasing to be) a member of any affiliated group (or being included (or required to be included) in any Tax Return relating thereto); and (iii) liability for the payment of any amounts of the type described in clause (i) above of another Person as a result of any transferee or secondary liability or any liability assumed by Contract, Law, or otherwise.

“Tax Return” means returns, declarations, reports, notices, forms, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information and Treasury Form TD F 90-22.1 and FinCEN Form 114) filed or required to be filed with any Governmental Authority, or maintained by any Person, or required to be maintained by any Person, in connection with the determination, assessment or collection of any Tax of any party or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“THC” means delta-9 tetrahydrocannabinol.

“Trademarks” mean, in the United States and all countries and jurisdictions foreign thereto, registered trademarks, registered service marks, trademark and service ▇▇▇▇ applications, unregistered trademarks and service marks, registered trade names and unregistered trade names, corporate names, fictitious names, trade dress, logos, designs, slogans, Internet domain names and the registrations thereof, social media accounts, rights in telephone numbers, and other indicia of origin, together with all translations, adaptations, derivations, combinations and renewals thereof.

“Transaction Consideration” means, collectively, (i) an amount equal to the Closing Transaction Consideration, plus (ii) the Contingent Transaction Consideration, if any.

“Transaction Consideration Value” means, as of any date on which an installment of Contingent Transaction Consideration is to be paid, the sum of (i) the Base Value; plus (ii) the product of any installment of Contingent Transaction Consideration paid prior to such date and the Contingent Payment VWAP as of the date of such prior installment; plus (iii) the product of the Contingent Transaction Consideration being paid on such date and the Contingent Payment VWAP as of such date.

“Transaction Consideration Value Per Share” means, as of any date, the quotient obtained by dividing (i) the Transaction Consideration Value as of such date (including for avoidance of doubt any Contingent Transaction Consideration paid on or prior to such date), by (ii) the Fully Diluted ▇▇▇▇▇▇ Shares.

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“Transaction Document” means any agreement, document, certificate or instrument delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

“Transaction Expenses” means (i) all of the fees, costs and expenses incurred by any ▇▇▇▇▇▇ Entity in connection with, in anticipation of or incident to the negotiation, execution, and delivery of this Agreement, any Transaction Document or the transactions contemplated hereby or thereby, or in connection with or in anticipation of any alternative transactions with respect to the ▇▇▇▇▇▇ Entities, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, consultants or other advisors, and all obligations under any engagement letter or other agreement or understanding with any investment bank or broker, (ii) all payments by any ▇▇▇▇▇▇ Entity to obtain any third party consent required under any Contract in connection with the consummation of the transactions contemplated by this Agreement or any Transaction Document and (iii) the D&O Premium.

“Treasury Regulations” means the regulations promulgated under the Code, as the same may be amended or supplemented from time to time.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means United Stated generally accepted accounting principles applied on a consistent basis throughout the relevant periods.

“US Holdco” means TPCO US Holding LLC, a Delaware, member-managed limited liability company, that is wholly-owned subsidiary of Subversive and a disregarded entity for Federal income tax purposes (and corresponding state and local Tax purposes).

“U.S. Person” shall have the meaning given that term in Rule 902 of Regulation S, promulgated under the Securities Act.

“Vested ▇▇▇▇▇▇ Options” means ▇▇▇▇▇▇ Options or portions of the ▇▇▇▇▇▇ Options that are vested immediately prior to the Effective Time other than any ▇▇▇▇▇▇ Option that, as of immediately prior to the Effective Time, will have lapsed, expired or been cancelled or for which notice of exercise prior to the Effective Time has been provided prior to the date that is five (5) Business days prior to the anticipated Closing Date.

“Vested In-the-Money ▇▇▇▇▇▇ Options” means the Vested ▇▇▇▇▇▇ Options that have an exercise price that is equal to or less than the Highest In the Money Exercise Price.

“VWAP” means, as of any date of determination, the volume weighted average price per share of the Subversive Common Shares on the Exchange (or on the principal exchange on which the Subversive Common Shares are then traded) for the period of the twenty (20) consecutive trading days prior to such date of determination, as reported by Bloomberg Finance L.P. For the avoidance of doubt, VWAP is defined separately from Closing VWAP and Contingent Payment VWAP.

“Warrant” means the share purchase warrants that Subversive sold pursuant to the Final IPO Prospectus.

Section 1.02    INTERPRETATION.

(a)    When a reference is made in this Agreement to an Article, Section or Schedule, such reference shall be to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated.

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(b)    The table of contents, headings and index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c)    Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “will” shall be construed to have the same meaning and effect of the word “shall.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(d)    The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(e)    References to a Person are also to its successors and permitted assigns. All terms defined in this Agreement shall have the respective defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(f)    The definitions contained in this Agreement are applicable to the singular as well as the plural form of such terms and any gender form of such term.

(g)    Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(h)    The Schedules to this Agreement, including the ▇▇▇▇▇▇ Disclosure Schedule and the Subversive Disclosure Schedule, are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any matter set forth in any section of the ▇▇▇▇▇▇ Disclosure Schedule or Subversive Disclosure Schedule, as applicable, shall be deemed to be referred to and incorporated in any section to which it is specifically referenced or cross-referenced and also in all other sections of the ▇▇▇▇▇▇ Disclosure Schedule or the Subversive Disclosure Schedule, respectively, to which such matter’s application or relevance is reasonably apparent. Any capitalized term used in any Schedule, the ▇▇▇▇▇▇ Disclosure Schedule or the Subversive Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.

(i)    Where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant Party or its respective Representatives and, in the case of being “made available” to Subversive, material that has been posted in the electronic data room hosted by Box maintained by or on behalf of ▇▇▇▇▇▇ in connection with the transactions contemplated by this Agreement a least three (3) Business Days prior to the Agreement Date.

(j)    A period of time is to be computed as beginning on the day following the event that began the period and ending at 11:59 p.m. (Vancouver time) on the last day of the period, if the last day of the period is a Business Day, or at 11:59 p.m. (Vancouver time) on the next Business Day if the last day of the period is not a Business Day.

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(k)    All dollar amounts referred to in this Agreement are stated in U.S. Dollars unless otherwise specified.

ARTICLE II

TRANSACTION

Section 2.01    TRANSACTION. The Parties agree that:

(a)    The Initial Purchase Transaction. Subject to the terms and conditions of this Agreement, immediately prior to the Effective Time on the Closing Date, Subversive shall purchase the ▇▇▇▇▇▇ Shares owned by the Canadian Shareholders (the “Purchase Shares”), and the Canadian Shareholders shall sell the Purchase Shares to Subversive, for a purchase price for each such Purchase Share equal to the Purchase Consideration. Subversive agrees to file a joint election pursuant to subsection 85(1) or 85(2) of the Income Tax Act (Canada (the “Act”) with any Canadian Shareholder who requests that such filing be made, with an agreed amount as determined by the Canadian Shareholder, in the time and manner required by the Act.

(b)    The Merger. Subject to the terms and conditions of this Agreement and in accordance with the DGCL, at the Effective Time, immediately after giving effect to the Purchase Transaction, (i) MergerSub shall be merged with and into ▇▇▇▇▇▇ and the separate corporate existence of MergerSub shall thereupon cease, and (ii) ▇▇▇▇▇▇ shall continue as the Surviving Company and a wholly owned Subsidiary of Subversive and shall continue to be governed by the laws of the State of Delaware.

(c)    Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on either (i) the third (3^rd) Business Day following the date on which the conditions set forth in Section 6.01, Section 6.02 and Section 6.03 have been satisfied or, to the extent permitted hereunder, waived (other than conditions that are to be satisfied and are capable of being satisfied by actions at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated prior to such time in accordance with Article VII, or (ii) such other date as Subversive and ▇▇▇▇▇▇ may agree to in writing. The date on which the Closing occurs pursuant to the foregoing sentence is referred to in this Agreement as the “Closing Date.”

(d)    Effective Time. Subject to the terms and conditions of this Agreement, contemporaneously with or as promptly as practicable after the Closing, ▇▇▇▇▇▇ and MergerSub shall duly execute a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective at such time as the Certificate of Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by and received the endorsed approval of the Secretary of State of the State of Delaware or at such other time set forth in the Certificate of Merger as mutually agreed by ▇▇▇▇▇▇ and Subversive (the “Effective Time”).

(e)    Effect of the Merger. The Merger shall have the effects specified in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of ▇▇▇▇▇▇ and MergerSub shall vest in the Surviving Company, and all debts, Liabilities and duties of ▇▇▇▇▇▇ and MergerSub shall become the debts, Liabilities and duties of the Surviving Company.

(f)    Certificate of Incorporation and Bylaws. As of the Effective Time, by virtue of the Merger and without any action on the part of MergerSub, ▇▇▇▇▇▇ or any other Person being required, the certificate of incorporation and bylaws of MergerSub shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended as provided by Law and the terms of such certificate of incorporation and bylaws, as applicable.

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(g)    Directors and Officers. Unless otherwise determined by Subversive prior to the Effective Time, the directors and officers of MergerSub immediately prior to the Effective Time shall be the directors and officers of the Surviving Company, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Company until their respective successors are duly appointed or elected and qualified or until their respective earlier death, resignation or removal, as the case may be; provided, however, that until such time as each ▇▇▇▇▇▇ Entity obtains all required approvals from the applicable Governmental Authorities necessary to preserve the Cannabis Licenses, each member of the board of directors of the Surviving Company and of each applicable ▇▇▇▇▇▇ Entity shall remain a director following the Effective Time as necessary to facilitate the continued operation of the ▇▇▇▇▇▇ Business.

(h)    Formation of US Holdco. Following the Merger and the LCV Transaction, and immediately after consummation of the merger contemplated by the SC Transaction Agreement, Subversive shall contribute all of the capital stock of the Surviving Company and all of the capital stock of the surviving company of the merger of LCV and the MergerSub (as defined in the LCV Transaction Agreement) to the US Holdco in exchange for additional membership interest of US Holdco, such that each of ▇▇▇▇▇▇ and LCV will be wholly-owned subsidiaries of US Holdco. Due to the status of US Holdco as a disregarded entity wholly-owned by Subversive for Federal income tax purposes (and corresponding state and local Tax purposes), this transaction is intended to have no effect for United States Federal income tax purposes.

Section 2.02    CONVERSION OF ▇▇▇▇▇▇ SHARES; TREATMENT OF ▇▇▇▇▇▇ OPTIONS. Upon the terms and subject to the conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Subversive and MergerSub (or their respective shareholders) or ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Shareholders:

(a)    Common Stock of MergerSub. Each share of common stock of MergerSub issued and outstanding immediately prior to the Effective Time will be converted into one preferred share of the Surviving Company which shall be redeemable at the option of the holder thereof at any time for a redemption price of $1.00 and other than for shares issued pursuant to Section 2.02(h), such preferred share shall constitute all of the issued and outstanding shares of capital stock of the Surviving Company immediately following the Effective Time.

(b)    Conversion of Shares. Except as set forth in Section 2.02(c), each ▇▇▇▇▇▇ Series A Share, ▇▇▇▇▇▇ Series B Share and ▇▇▇▇▇▇ Common Share (excluding any Dissenting Share, any Excluded Share and any Purchase Share) that is outstanding immediately prior to the Effective Time and held of record by:

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(c)    Cancellation of Certain ▇▇▇▇▇▇ Shares. Each ▇▇▇▇▇▇ Share that is owned by MergerSub, ▇▇▇▇▇▇ (as treasury or otherwise) or Subversive immediately prior to the Effective Time (after giving effect to the Purchase Transaction) shall be cancelled and shall cease to exist and no payment shall be made with respect thereto.

(d)    ▇▇▇▇▇▇ Options. Each ▇▇▇▇▇▇ Option that has not lapsed, expired, been cancelled or exercised prior to the Effective Time and is held of record by:

(e)    Effect on Other Arrangements. All rights under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of any ▇▇▇▇▇▇ Entity (including any options, warrants, call, right, subscription or otherwise), other than the ▇▇▇▇▇▇ Options (as adjusted pursuant to Section 2.02(d)(i)), shall be cancelled as of the Effective Time on terms and conditions reasonably satisfactory to Subversive and without payment of any money or other

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consideration to the holder thereof. As soon as practicable following the date of this Agreement, the ▇▇▇▇▇▇ Board will adopt resolutions or take such other actions as may be required or appropriate to effect the provisions of this Section 2.02(e).

(f)    Qualified Investors. For the purposes of this Agreement, if ▇▇▇▇▇▇ and Subversive cannot agree, based on their reasonable belief, whether a U.S. Person is a Qualified Investor, such U.S. Person shall be deemed not to be a Qualified Investor in connection with the ▇▇▇▇▇▇ Transaction.

(g)    Dissenting Shares. ▇▇▇▇▇▇ Shares which are issued and outstanding immediately prior to the Effective Time (after giving effect to the Purchase Transaction) and which are held by a ▇▇▇▇▇▇ Shareholder who has not voted such shares in favor of, or consented in writing to, the ▇▇▇▇▇▇ Transaction and who has properly demanded appraisal rights in the manner provided by Section 262 of the DGCL (such ▇▇▇▇▇▇ Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such ▇▇▇▇▇▇ Shares) shall not be converted into a right to receive any portion of the Transaction Consideration, if any, payable with respect to such ▇▇▇▇▇▇ Shares pursuant to Section 2.02(b), unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from Subversive or the Surviving Company in accordance with the DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn or failed to perfect its demand for appraisal of such shares or otherwise lost or failed to be entitled for any reason to the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Company shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such ▇▇▇▇▇▇ Shares and each such ▇▇▇▇▇▇ Share shall automatically be deemed to have converted into and represent only the right to receive the portion of the Transaction Consideration, if any, payable with respect to such ▇▇▇▇▇▇ Shares pursuant to Section 2.02(b), without interest thereon. ▇▇▇▇▇▇ shall give Subversive and MergerSub prompt notice of any demands received by ▇▇▇▇▇▇ for appraisal of any ▇▇▇▇▇▇ Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by ▇▇▇▇▇▇, and Subversive and MergerSub shall have the right to participate in, direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCL and keep Subversive apprised of any discussions or correspondence with ▇▇▇▇▇▇ Shareholders who have demanded appraisal under the DGCL or their representatives. ▇▇▇▇▇▇ shall not, except with the prior written consent of Subversive, settle or offer to settle, voluntarily make any payment with respect to, or waive any failure to deliver, any demands for appraisal in accordance with the DGCL, or agree to any of the foregoing.

(h)    Surviving Company Issuances. As consideration for Subversive delivering the Transaction Consideration as contemplated in Section 2.01(a), Section 2.02(b) and Section 2.04 to the holders of ▇▇▇▇▇▇ Series A Shares, ▇▇▇▇▇▇ Series B Shares, ▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇ Options (including delivery of the Contingent Transaction Consideration in discharge of the Surviving Company’s obligation to pay or cause to be paid such consideration, under Section 2.01(b)), and any payments to holders of Dissenting Shares under Section 2.02(g), the Surviving Company shall issue to Subversive one share of common stock of the Surviving Company for each Subversive Common Share that is issued by Subversive pursuant to Section 2.01(a), Section 2.02(b) and Section 2.04, and a number of shares of common stock of the Surviving Company (rounded down to the nearest whole number of Subversive Common Shares) equal to the sum of (a) the quotient of (i) the aggregate Closing Cash-Out Amount paid pursuant to Section 2.02(b) and the aggregate amount paid by Subversive to holders of Dissenting Shares pursuant to Section 2.02(g), divided by (ii) the Closing VWAP and (b) the quotient of (i) the aggregate Contingent Cash-Out Amount paid pursuant to Section 2.04, divided by (ii) the Contingent Payment VWAP as of such date of payment.

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(i)    Subversive Stated Capital. Subversive shall add to its capital account pursuant to the BCBCA in respect of the Subversive Common Shares an amount which is equal to the fair market value of the shares of common stock of the Surviving Company issued by the Surviving Company to Subversive, as contemplated in Section 2.02(h), in respect of the Subversive Common Shares delivered and any cash paid by Subversive to holders of each ▇▇▇▇▇▇ Series A Share, ▇▇▇▇▇▇ Series B Share, ▇▇▇▇▇▇ Common Share and ▇▇▇▇▇▇ Option pursuant to the ▇▇▇▇▇▇ Transaction.

(j)     Fractional Shares. No fractional shares of Subversive Common Shares shall be issued in the ▇▇▇▇▇▇ Transaction with the total number of Subversive Common Shares that each ▇▇▇▇▇▇ Shareholder is entitled to receive hereunder rounded down to the nearest whole number.

Section 2.03    DISTRIBUTION OF TRANSACTION CONSIDERATION.

(a)    Consideration Spreadsheet. At least five (5) Business Days prior to the Closing Date, ▇▇▇▇▇▇ shall prepare and deliver to Subversive a written statement setting forth a list of (i) the ▇▇▇▇▇▇ Shareholders that are Non-U.S. Persons and the ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are Qualified Investors (including addresses for such Persons), the number and class of ▇▇▇▇▇▇ Shares held by such ▇▇▇▇▇▇ Shareholders, and the number of Subversive Common Shares each such ▇▇▇▇▇▇ Shareholder is entitled to receive in accordance with Section 2.01(a) and Section 2.02(b)(i), (ii) the holders of ▇▇▇▇▇▇ Options that are Continuing Employees, the number of ▇▇▇▇▇▇ Common Shares underlying the ▇▇▇▇▇▇ Options held by such Continuing Employees, and the number of Subversive Common Shares that each such Continuing Employee is entitled to receive immediately after the Effective Time upon exercise of such ▇▇▇▇▇▇ Options in accordance with Section 2.02(d)(i), (iii) the ▇▇▇▇▇▇ Shareholders that are U.S. Persons that are not Qualified Investors (including addresses for such Persons), the number and class of ▇▇▇▇▇▇ Shares held by such ▇▇▇▇▇▇ Shareholders, and the Closing Cash-Out Amount each such ▇▇▇▇▇▇ Shareholder is entitled to receive in accordance with Section 2.02(b)(ii), (iv) the holders of ▇▇▇▇▇▇ Options that are not Continuing Employees, the number of ▇▇▇▇▇▇ Common Shares underlying the ▇▇▇▇▇▇ Options held by such holders of ▇▇▇▇▇▇ Options, and the ▇▇▇▇▇▇ Option Cash-Out Amount each such holder of ▇▇▇▇▇▇ Options is entitled to receive in accordance with Section 2.02(d)(ii), (v) the ▇▇▇▇▇▇ Shareholders that are holders of Dissenting Shares and (v) detailed calculations of the Closing Transaction Consideration, Closing Common Consideration Per Share, Closing Preferred A Consideration Per Share and Closing Preferred B Consideration Per Share (the “Consideration Spreadsheet”), together with such other supporting documentation as Subversive may reasonably request. The Parties agree that ▇▇▇▇▇▇ shall be responsible for the accuracy and completeness of the Consideration Spreadsheet and Subversive shall be entitled to rely on the Consideration Spreadsheet in making the issuances and payments under this Article II and Subversive shall not be responsible for the calculations or the determinations regarding such calculations in such Consideration Spreadsheet.

(b)    Paying Agent. Prior to the Closing Date, Subversive shall appoint Odyssey Trust Company to act as paying agent (the “Paying Agent”) for the payment of amounts payable in respect of the ▇▇▇▇▇▇ Shares (including the Purchase Shares) and, in connection therewith, shall enter into an exchange agent or paying agent agreement with the Paying Agent in a form reasonably acceptable to ▇▇▇▇▇▇ (the “Paying Agent Agreement”). At the Closing, Subversive shall deliver to the Paying Agent (i) the aggregate Closing Transaction Consideration payable pursuant to Section 2.01(a) and Section 2.02(b)(i), as applicable, and (ii) an amount equal to the aggregate Closing Cash-Out Amount payable to the ▇▇▇▇▇▇ Shareholders pursuant to Section 2.02(b)(ii) and the aggregate ▇▇▇▇▇▇ Options Cash-Out Amount payable to holders of ▇▇▇▇▇▇ Options pursuant to Section 2.02(d)(ii).

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(c)    Letter of Transmittal. As promptly as practicable following the Agreement Date and in any event not later than three (3) Business Days thereafter, the Paying Agent shall send to each record holder of ▇▇▇▇▇▇ Shares a customary letter of transmittal and instructions in form and substance mutually reasonably acceptable to Subversive and the Shareholders’ Representative (a “Letter of Transmittal”). In addition and as a part of such Letter of Transmittal, each such ▇▇▇▇▇▇ Shareholder and holder of ▇▇▇▇▇▇ Options will be required to (i) identify if they are a U.S. Person or a non-U.S. Person and (ii) indicate if they are a Qualified Investor. Subversive shall cause ▇▇▇▇▇▇ to continue to collect and receive all such Letters of Transmittal after the Effective Time to the extent not received prior to the Effective Time. With respect to any ▇▇▇▇▇▇ Shareholder that is not a Qualified Investor, such Letter of Transmittal shall specify delivery and payment instructions for the payment of the Closing Cash-Out Amount.

(d)    Distribution of Closing Transaction Consideration. The Paying Agent shall, no later than the later of (i) the Closing Date or (ii) three (3) Business Days after receipt of a ▇▇▇▇▇▇ Share Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, (x) if the holder of such ▇▇▇▇▇▇ Share Certificate is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of ▇▇▇▇▇▇ and Subversive, a Qualified Investor, issue to such holder the portion of the Closing Transaction Consideration payable in respect of the ▇▇▇▇▇▇ Shares represented by such ▇▇▇▇▇▇ Share Certificate as specified in Section 2.01(a) and Section 2.02(b)(i), as applicable, and the Consideration Spreadsheet or (y) if the holder of such ▇▇▇▇▇▇ Share Certificate is a U.S. Person that is not, to the reasonable belief of Subversive and ▇▇▇▇▇▇, a Qualified Investor, pay to such holder the Closing Cash- Out Amount payable in respect of the ▇▇▇▇▇▇ Shares represented by such ▇▇▇▇▇▇ Share Certificate as specified in the Consideration Spreadsheet and, in the cause of clause (x) and clause (y), such ▇▇▇▇▇▇ Share Certificate shall be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of any ▇▇▇▇▇▇ Share Certificate. Until so surrendered, each outstanding ▇▇▇▇▇▇ Share Certificate that prior to the Effective Time represented ▇▇▇▇▇▇ Shares (other than Dissenting Shares) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Transaction Consideration as provided in this Article II. If any certificate evidencing any ▇▇▇▇▇▇ Share shall have been lost, stolen or destroyed, Subversive may, as a condition precedent to the issuance of any consideration pursuant to this Article II, require the owner of such lost, stolen or destroyed certificate to provide an appropriate affidavit, bond and/or indemnity with respect to such certificate. Any portion of the Closing Transaction Consideration that remains unclaimed by the ▇▇▇▇▇▇ Shareholders six months after the Effective Time shall be returned to Subversive, upon demand, and any such ▇▇▇▇▇▇ Shareholders who has not exchanged ▇▇▇▇▇▇ Share Certificates for such ▇▇▇▇▇▇ Shareholder’s portion of the Closing Transaction Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Subversive for payment of its portion of the Closing Transaction Consideration.

(e)    Distribution of Other Transaction Consideration. Any portion of the Closing Transaction Consideration or the Contingent Transaction Consideration, if any, to which the ▇▇▇▇▇▇ Shareholders and the Employed Option Holders may become entitled shall become payable at the times and subject to the conditions specified herein.

(f)    Closing of ▇▇▇▇▇▇’▇ Transfer Books. At the Effective Time, holders of certificates representing ▇▇▇▇▇▇ Shares (each, a “▇▇▇▇▇▇ Share Certificate”) that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of ▇▇▇▇▇▇, except the right to receive the Transaction Consideration as set forth in this Agreement (or, if applicable, appraisal rights) and the stock transfer books of ▇▇▇▇▇▇ shall be closed with respect to all ▇▇▇▇▇▇ Shares outstanding immediately prior to the Effective Time. All Subversive Common Shares issued in exchange for ▇▇▇▇▇▇ Shares in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such ▇▇▇▇▇▇ Shares. No further transfer of any Equity Securities of ▇▇▇▇▇▇ shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid ▇▇▇▇▇▇ stock certificate is presented to the Surviving Company or Subversive, such ▇▇▇▇▇▇ stock certificate shall be cancelled and shall be exchanged for Subversive Common Shares in accordance with this Agreement.

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Section 2.04    CONTINGENT TRANSACTION CONSIDERATION.

(a)    Trading Price Consideration. The ▇▇▇▇▇▇ Shareholders (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) and each Employed Option Holder shall be entitled to receive, from or at the direction of the Surviving Company, as part of the Transaction Consideration, additional Subversive Common Shares as determined in accordance with this Section 2.04(a).

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(b)    Earnout Consideration. The ▇▇▇▇▇▇ Shareholders (including the Canadian Shareholders but excluding holders of Dissenting Shares and Excluded Shares) and, the Employed Option Holders, shall be entitled to receive, from or at the direction of the Surviving Company, as part of the Transaction Consideration, the Earnout Consideration, if any, as determined in accordance with and subject to the provisions of this Section 2.04(b). For the purposes hereof, unless otherwise expressly prohibited by action of the Subversive Board, Subversive shall during the Performance Period use commercially reasonable efforts to develop opportunities for Capital Proceeds Transactions to raise Capital Proceeds resulting in Total Capital of at least $225,000,000.

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(c)    PPP Loans. If at any time following the Closing, all or any portion of the PPP Loans are forgiven in accordance with the rules and regulations under the Paycheck Protection Program or the CARES Act or any other governmental relief program relating to COVID-19 (such forgiven amount to the extent included in Net Debt, the “PPP Loan Amount”), Subversive shall promptly thereafter issue a total number of Subversive Common Shares (rounded down to the nearest whole number) equal to the quotient of (i) the PPP Loan Amount and (ii) the Effective Share Price (such shares, collectively, the “PPP Loan Consideration”). Subversive shall (a) issue to each ▇▇▇▇▇▇ Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the PPP Loan Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each ▇▇▇▇▇▇ Series A Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each ▇▇▇▇▇▇ Series B Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each ▇▇▇▇▇▇ Common Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each ▇▇▇▇▇▇ Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time), and (b) pay, or cause to be paid, to each ▇▇▇▇▇▇ Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such ▇▇▇▇▇▇ Shareholder would have received if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.

(d)    Prior Acquisition Agreements. Prior to the Closing, ▇▇▇▇▇▇ shall issue and deliver to the Representative a number of ▇▇▇▇▇▇ Series B Shares equal to the Prior Acquisition Agreements ▇▇▇▇▇▇ Shares, to be held by the Representative in a segregated escrow account (the “Escrow Account”), in accordance with the terms of this Section 2.04(d). Upon the Effective Time, the Prior Acquisition Agreements ▇▇▇▇▇▇ Shares held in the Escrow Account shall be automatically converted into the right to receive the portion of the Transaction Consideration payable with respect to such ▇▇▇▇▇▇ Shares pursuant to Section 2.02(b)(i), including Section 2.04(a), Section 2.04(b) and Section 2.04(c) (the “Prior Acquisition Agreements Consideration”), which Prior Acquisition Agreements Consideration shall be held in the Esrow Account in accordance with the terms of this Section 2.04(d). ▇▇▇▇▇▇ shall use commercially reasonable efforts to amend the terms of the Prior Acquisition Agreements to provide that

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any Prior Acquisition Agreements ▇▇▇▇▇▇ Shares that become payable in accordance with the terms thereof after the Closing shall instead by paid the corresponding portion of the Prior Acquisition Agreements Consideration. Following such amendment, if and when any Prior Acqisition Agreements Consideration are required to be delivered to Persons entitled thereto pursuant to the Prior Acquisition Agreements (the “Delivered Prior Acquisition Agreements Consideration”), the Representative shall, at the direction of the Surviving Company, cause to be released from the Escrow Account, the Delivered Prior Acquisition Agreements Consideration to the Persons entitled to receive such consideration. Following the final determination of the aggregate earnout payments required to be paid under Prior Acquisition Agreements and the payment thereof, if the Prior Acquisition Agreements Consideration less the aggregate number of Delivered Prior Acquisition Agreements Consideration is positive (such positive difference, the “Remaining Prior Acquisition Agreements Consideration”), the Representative shall promptly thereafter (a) cause to be released from the Escrow Account to each ▇▇▇▇▇▇ Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the Remaining Prior Acquisition Agreements Consideration in the Escrow Account, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each ▇▇▇▇▇▇ Series A Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each ▇▇▇▇▇▇ Series B Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each ▇▇▇▇▇▇ Common Share held by such ▇▇▇▇▇▇ Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each ▇▇▇▇▇▇ Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time), and (b) with respect to each ▇▇▇▇▇▇ Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, (1) Subversive shall pay or caused to be paid to such ▇▇▇▇▇▇ Shareholder an amount of cash equal to the product of (x) the number of Subversive Common Shares that such ▇▇▇▇▇▇ Shareholder would have received if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment and (2) the Representative shall deliver such number of Subversive Common Shares that such ▇▇▇▇▇▇ Shareholder would have received to Subversive.

(e)    Change in Control. Notwithstanding anything contained in this Section 2.04, in the event of a Change in Control prior to the end of the Trading Price Measurement Period, Subversive shall pay the full amount of any unpaid Trading Price Consideration to the ▇▇▇▇▇▇ Shareholders pursuant to Section 2.04(a)(ii) no later than five (5) Business Days prior to the occurrence of such Change in Control.

(f)    Non-Assignability; Tax Treatment. The interests, if any, of any ▇▇▇▇▇▇ Shareholder or any Employed Option Holder in such ▇▇▇▇▇▇ Shareholder’s or Employed Option Holder’s portion of the Earnout Consideration pursuant to this Section 2.04 shall not be assignable or transferable (except to Permitted Transferees of such ▇▇▇▇▇▇ Shareholder after prior written notice to Subversive) and the Parties hereby agree that the rights to receive the portion of the Earnout Consideration shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). Subject to Section 2.02(g) and Section 2.02(b)(ii), the Parties intend that (x) Contingent Transaction Consideration received by the ▇▇▇▇▇▇ Shareholders pursuant to this Section 2.04 shall be considered as stock received from Subversive in exchange for ▇▇▇▇▇▇ Shares and that no gain or loss shall be recognized by the ▇▇▇▇▇▇ Shareholders as a result of the receipt of such Contingent Transaction Consideration pursuant to Sections 354 and 368 of the Code, and (y) that such Contingent Transaction Consideration shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Contingent Transaction Consideration consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing.

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(g)    Adjustments. The Contingent Transaction Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Subversive Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Subversive Common Shares, occurring on or after the date hereof and prior to the time the applicable Contingent Transaction Consideration is delivered to the ▇▇▇▇▇▇ Shareholders, if any.

(h)    Separate Share Certificates. Any Contingent Transaction Consideration payable hereunder in Subversive Common Shares shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b), Example 2 using the 3-month test rate of interest provided for in Treasury Regulation Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. As to any such payment of Contingent Transaction Consideration payable hereunder in Subversive Common Shares to each ▇▇▇▇▇▇ Shareholder referenced in Section 2.04(a)(ii)(x) and Section 2.04(b)(iii)(x), Subversive Common Shares representing the principal component (with a value equal to the principal component) and Subversive Common Shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

Section 2.05 WITHHOLDING TAXES. Subversive, the Surviving Company and ▇▇▇▇▇▇, as applicable, shall be entitled to deduct and withhold from any consideration, including by way of the sale of Subversive Common Shares by Subversive on behalf of the Person, otherwise payable or otherwise deliverable to a Person under the ▇▇▇▇▇▇ Transaction or otherwise hereunder such amounts as it is required to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted to the appropriate Governmental Authority from the consideration payable pursuant to the ▇▇▇▇▇▇ Transaction and shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided, however, that such deducted and withheld amounts are actually remitted to the appropriate Governmental Authority. At least seven (7) days prior to making any such deduction or withholding, Subversive shall deliver written notice of the expected withholding amounts to ▇▇▇▇▇▇. Subversive and ▇▇▇▇▇▇ shall reasonably cooperate with each other to reduce the amount of withholding Taxes imposed on the payment of any amount to any Person pursuant to this Agreement to the extent permitted by applicable Law, including by reasonably cooperating in order to execute and file any forms or certificates (with any necessary attachments thereto) required to claim an available reduced rate of, or exemption from, withholding Taxes; provided for clarity, however, that nothing in this Section 2.05 shall preclude Subversive, the Surviving Company or ▇▇▇▇▇▇ from timely complying with any obligation to withhold Taxes in respect of any of the transactions contemplated by this Agreement.

Section 2.06    U.S. SECURITIES LAW MATTERS.

(a)    Compliance with Laws. Subversive Common Shares are being issued by Subversive in the ▇▇▇▇▇▇ Transaction pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and will not be registered under the Securities Act or any state securities laws. Such shares shall be “restricted securities” within the meaning of Rule 144 under the Securities Act and any disposition of such shares by the holder thereof will need to be made pursuant to an effective registration of the shares under the Securities Act or pursuant to an available exemption from such registration requirements. Each holder of Subversive Common Shares covenants that such Subversive Common Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Subversive Common Shares other than (i) pursuant to an effective registration statement or (ii) pursuant to Rule 144 (provided

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that the holder provides Subversive with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or any other available exemption under the Securities Act, Subversive may require the transferor thereof to provide to Subversive an opinion of counsel selected by the transferor and reasonably acceptable to Subversive, the form and substance of which opinion shall be reasonably satisfactory to Subversive, to the effect that such transfer does not require registration of such transferred Subversive Common Shares under the Securities Act.

(b)    Legends. Certificates evidencing the Subversive Common Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form:

THESE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE COMMON SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO SUBVERSIVE AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR OTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT.

Section 2.07    TAX TREATMENT.

The Parties intend that the ▇▇▇▇▇▇ Transaction and the LCV Transaction shall be treated as occurring pursuant to a plan or series of related transactions for purposes of Code Section 7874 and Treasury Regulations Section 1.7874-2(e) and that as a result of the ▇▇▇▇▇▇ Transaction and the LCV Transaction, Subversive shall be treated as a domestic corporation for U.S. federal income Tax purposes pursuant to Section 7874(b) of the Code and the Treasury Regulations thereunder, with the deemed conversion of Subversive from a foreign corporation to a domestic corporation by reason of Section 7874(b) of the Code being treated as a reorganization under Section 368(a)(1)(F) of the Code and occurring on the day immediately preceding the Closing Date pursuant to Treasury Regulations Section 1.7874-2(j)(1) (the “Inversion Treatment”). The Parties intend that this Agreement will qualify as a “plan of reorganization” with the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a). The Parties intend that the ▇▇▇▇▇▇ Transaction shall constitute a reorganization within the meaning of Sections 368(a) of the Code for U.S. federal income Tax purposes (and corresponding foreign, state and local Tax purposes) (the “Reorganization Treatment,” and collectively, with the Inversion Treatment, the “Intended Tax Treatment”). The Parties agree to report and treat the ▇▇▇▇▇▇ Transaction consistently with the Intended Tax Treatment (including the information and recordkeeping requirements of Treasury Regulations Section 1.368-3) for U.S. federal income Tax purposes and any applicable U.S. state or local income Tax purposes. Subversive, MergerSub and ▇▇▇▇▇▇ (i) shall use their respective reasonable best efforts to cause the ▇▇▇▇▇▇ Transaction to qualify as a “reorganization” under Section 368(a) of the Code and take any actions necessary under Code Section 7874 to be treated as a domestic corporation for purposes of the Code, and (ii) agree not to take any actions or positions or cause or permit any action or position to be taken or fail to take or cause to be failed to be taken any actions or positions, which action, position or failure would or could reasonably be expected to prevent or impede the ▇▇▇▇▇▇ Transaction from qualifying as a “reorganization” under Section 368(a) of the Code.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ▇▇▇▇▇▇ ENTITIES

Except in each case as set forth in the corresponding sections or subsections of the ▇▇▇▇▇▇ Disclosure Schedules, ▇▇▇▇▇▇ hereby represents and warrants to Subversive as of the Agreement Date and as of the Closing Date as follows; provided, however, that notwithstanding anything to the contrary provided in this Agreement, all representations and warranties of ▇▇▇▇▇▇ in this Article III (and the ▇▇▇▇▇▇ Disclosure Schedule) are being made with exception to and not with respect to Federal Cannabis Laws:

Section 3.01    ORGANIZATION AND QUALIFICATION; AUTHORIZATION.

(a)    Each ▇▇▇▇▇▇ Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each ▇▇▇▇▇▇ Entity is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents of each ▇▇▇▇▇▇ Entity and all amendments thereto have been made available to Subversive. None of the ▇▇▇▇▇▇ Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each ▇▇▇▇▇▇ Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such ▇▇▇▇▇▇ Entity. The books and transfer ledgers of each ▇▇▇▇▇▇ Entity previously made available to Subversive are true, complete and accurate in all material respects.

(b)    Subject to obtaining the ▇▇▇▇▇▇ Shareholder Approval, ▇▇▇▇▇▇ has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which ▇▇▇▇▇▇ is party, the performance by ▇▇▇▇▇▇ of its obligations hereunder and thereunder and the consummation by ▇▇▇▇▇▇ of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which ▇▇▇▇▇▇ is party will be, duly executed and delivered by ▇▇▇▇▇▇ and, assuming due execution and delivery by all other parties thereto, constitute the legal, valid and binding obligation of ▇▇▇▇▇▇, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Section 3.02    NO CONFLICT. The execution, delivery and performance by ▇▇▇▇▇▇ of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not:

(a) violate or conflict with any provision of the Constating Documents of any ▇▇▇▇▇▇ Entity;

(b)    violate, contravene or conflict with any resolution adopted by any ▇▇▇▇▇▇ Entity’s equity holders and manager or board of directors or comparable governing body;

(c)    violate or conflict with any Law, Order or Governmental Authorization applicable to any of the ▇▇▇▇▇▇ Entities or their assets or business; or

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(d)    violate, conflict with, result in a material breach of the terms or conditions of, or default (with or without notice or lapse of time or both) under, or give rise to any right of notice, modification, acceleration, payment, suspension, withdrawal, cancellation or termination, or to the loss of any rights or benefits, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any ▇▇▇▇▇▇ Shares or any assets of any ▇▇▇▇▇▇ Entity under, any Contract.

Section 3.03    CONSENTS AND APPROVALS. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by any ▇▇▇▇▇▇ Entity in connection with the authorization, execution, delivery and performance by ▇▇▇▇▇▇ of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby and thereby. The ▇▇▇▇▇▇ Board has unanimously: (A) approved and adopted, and declared the advisability of, this Agreement and the transactions contemplated hereby, including the ▇▇▇▇▇▇ Transaction; (B) determined that this Agreement and the transactions contemplated hereby, including the ▇▇▇▇▇▇ Transaction, are in the best interests of ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Shareholders; (C) directed that this Agreement be submitted to the ▇▇▇▇▇▇ Shareholders for their adoption; and (D) resolved to recommend that the ▇▇▇▇▇▇ Shareholders adopt this Agreement.

Section 3.04    CAPITALIZATION. Section 3.04 of the ▇▇▇▇▇▇ Disclosure Schedules sets forth the entire authorized Equity Securities of each ▇▇▇▇▇▇ Entity and a complete and correct list of (a) the issued and outstanding Equity Securities of each ▇▇▇▇▇▇ Entity, including the name of the record and beneficial owner thereof and the number of Equity Securities held thereby and (b) all outstanding ▇▇▇▇▇▇ Options, including with respect to each such ▇▇▇▇▇▇ Option, the holder, the number of ▇▇▇▇▇▇ Shares subject thereto, the grant date, the exercise price for such ▇▇▇▇▇▇ Option and the date on which such ▇▇▇▇▇▇ Option expires. All of the outstanding Equity Securities of each ▇▇▇▇▇▇ Entity have been, and all ▇▇▇▇▇▇ Shares which may be issued pursuant to the exercise of ▇▇▇▇▇▇ Options, when issued in accordance with the applicable security, will be, duly authorized, validly issued and are fully paid and non-assessable. Except as set forth on Section 3.04 of the ▇▇▇▇▇▇ Disclosure Schedules, no ▇▇▇▇▇▇ Entity has any outstanding Equity Securities or other securities directly or indirectly convertible into or exchangeable for its Equity Securities, no ▇▇▇▇▇▇ Entity has any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities, and there are no agreements containing profit participation or phantom equity features with respect to any ▇▇▇▇▇▇ Entity. No ▇▇▇▇▇▇ Entity owns or otherwise holds, directly or indirectly, any stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. No ▇▇▇▇▇▇ Entity is subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. There are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of Equity Securities or other securities of any ▇▇▇▇▇▇ Entity. All of the outstanding Equity Securities of each of the ▇▇▇▇▇▇ Entities (other than the ▇▇▇▇▇▇ ▇▇ Parent Entity) are owned by ▇▇▇▇▇▇ or another ▇▇▇▇▇▇ Entity free and clear of all Liens. No ▇▇▇▇▇▇ Entity has violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. No Equity Securities of any ▇▇▇▇▇▇ Entity are subject to, nor have been issued in violation of, pre-emptive or similar rights. Each grant of a ▇▇▇▇▇▇ Option was duly authorized by all necessary corporate action and was made in accordance with the terms of the ▇▇▇▇▇▇ Option Plan and applicable stock option agreement and the stock option agreement governing such grant was executed and delivered by each party thereto. There are no accrued but unpaid dividends payable by ▇▇▇▇▇▇ on any Equity Securities of ▇▇▇▇▇▇.

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Section 3.05    FINANCIAL STATEMENTS AND FINANCIAL DATA.

(a)    The following financial statements of the ▇▇▇▇▇▇ Entities (collectively, the “Financial Statements”) have been made available to Subversive:

(b)    The Financial Statements (including the notes thereto) (i) have been prepared in accordance with IFRS consistently applied throughout the periods covered thereby, (ii) present fairly the assets, liabilities and financial condition of the ▇▇▇▇▇▇ Entities as of such dates and the results of operations and cash flows of ▇▇▇▇▇▇ Entities for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of the ▇▇▇▇▇▇ Entities (which books and records are correct and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of the ▇▇▇▇▇▇ Entities.

(c)    The inventory of the ▇▇▇▇▇▇ Entities merchantable and fit for the purpose for which it was procured or manufactured, and is not slow-moving, obsolete, damaged, or defective, subject to the reserve for inventory write-down set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the ▇▇▇▇▇▇ Entities or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of the ▇▇▇▇▇▇ Entities are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of the ▇▇▇▇▇▇ Entities have arisen in bona fide arm’s- length transactions in the ordinary course of business, and each ▇▇▇▇▇▇ Entity has been paying its accounts payable in the Ordinary Course.

Section 3.06    ABSENCE OF UNDISCLOSED LIABILITIES. No ▇▇▇▇▇▇ Entity has any Liabilities, that would have been required by IFRS to be reflected in, reserved against or otherwise described in a consolidated balance sheet, except (a) as and to the extent specifically accrued for or reserved against in the Balance Sheet, (b) Liabilities which have arisen after the date of the Balance Sheet in the ordinary course of business consistent with past practice (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law), (c) executory obligations under Contracts (other than Liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by any ▇▇▇▇▇▇ Entity) and (d) Liabilities specifically set forth on Section 3.05 of the ▇▇▇▇▇▇ Disclosure Schedules.

Section 3.07    ABSENCE OF CHANGES OR EVENTS. Since September 30, 2020 (the “Reference Date”), (a) each of the ▇▇▇▇▇▇ Entities has conducted its business only in the Ordinary Course, (b) no Event has occurred that, individually or in combination with any other Events, has had or could reasonably be expected to have Material Adverse Effect; and (c) no ▇▇▇▇▇▇ Entity has suffered any loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance.

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Section 3.08    ASSETS.

(a)    The ▇▇▇▇▇▇ Entities own good and marketable title to, or a valid right to use, all of the tangible and intangible assets and property used or held in connection with their businesses prior to the date hereof, free and clear of any and all Liens. The tangible and intangible assets and property to which the ▇▇▇▇▇▇ Entities have good and marketable title to, or a valid right to use, are all assets used currently used by the ▇▇▇▇▇▇ Entities to conduct in all material respects in the same manner as the businesses of the ▇▇▇▇▇▇ Entities as has been conducted since the Reference Date.

(b)    All material items of tangible personal property owned or leased by any ▇▇▇▇▇▇ Entity are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are presently being used. Other than inventory and in the Ordinary Course, none of the personal or movable property constituting assets of any ▇▇▇▇▇▇ Entity is located other than at the Leased Real Property.

Section 3.09    PROPRIETARY RIGHTS.

(a)    Section 3.09(a) of the ▇▇▇▇▇▇ Disclosure Schedule contains a true, complete and accurate description and list of all (i) patented or registered Intellectual Property owned or held by or exclusively licensed to any ▇▇▇▇▇▇ Entity, (ii) pending patent applications and applications for other registrations of Intellectual Property owned or held by or exclusively licensed to any ▇▇▇▇▇▇ Entity, (iii) any unregistered Trademark or copyright that is owned or held by or exclusively licensed to any ▇▇▇▇▇▇ Entity and material to the conduct of any ▇▇▇▇▇▇ Entity’s business as presently conducted or contemplated to be conducted (including all social media accounts) and (iv) all Internet domain names used by or registered by or on behalf of any ▇▇▇▇▇▇ Entity (indicating for each of (i) and (ii) the ▇▇▇▇▇▇ Entity that owns or holds such Intellectual Property or an exclusive license thereto, applicable jurisdiction, registration number (if registered), application number, date issued (if issued) and dated filed).

(b)    Section 3.09(b) of the ▇▇▇▇▇▇ Disclosure Schedule contains a true, complete and accurate list of all Intellectual Property licensed by (1) any other Person to any ▇▇▇▇▇▇ Entity (excluding any Intellectual Property licensed with an annual license fee of less then $100,000, generally commercially available, off the shelf software programs licensed to such ▇▇▇▇▇▇ Entity pursuant to a shrink-wrap or “click to accept” agreements with a replacement cost and/or annual license fee of less than $100,000 (an “Immaterial Software License”)) or (2) any ▇▇▇▇▇▇ ▇▇ Entity to ▇▇▇▇▇▇ or any of its Subsidiaries, and for each of (1) and (2) any license or other Contract relating thereto. Section 3.09(b) of the ▇▇▇▇▇▇ Disclosure Schedule contains a true, complete and accurate list of all Intellectual Property licensed by (1) any ▇▇▇▇▇▇ Entity to any Person other than a ▇▇▇▇▇▇ Entity or (2) by ▇▇▇▇▇▇ or any of its Subsidiaries to any ▇▇▇▇▇▇ ▇▇ Entity, and for each of (1) and (2) any license or other Contract relating thereto (all of the foregoing Contracts required to be listed or expressly excused from listing on Section 3.09(b), the “IP Contracts”). Except as set forth on Section 3.09(b) of the ▇▇▇▇▇▇ Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not (i) impair any rights of any ▇▇▇▇▇▇ Entity under, or cause any ▇▇▇▇▇▇ Entity to be in violation of or default under, any IP Contract, (ii) give rise to any termination or modification of, or entitle any Person to terminate or modify, any such IP Contract, or (iii) require the payment of (or increase the amount of) any royalties, fees, or other consideration with respect to the ▇▇▇▇▇▇ Entity’s use or exploitation of any Intellectual Property of any Person.

(c)    The ▇▇▇▇▇▇ Entities exclusively own and possess all right, title and interest in and to, or have the right under a valid and enforceable license set forth on Section 3.09(b) of the ▇▇▇▇▇▇ Disclosure Schedule (or under a valid and enforceable Immaterial Software License), to use and otherwise commercialize or exploit, all Intellectual Property necessary for or used or otherwise commercialized or exploited in the operation of its businesses as presently conducted and as presently proposed to be

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conducted, free and clear of all Liens (collectively for all ▇▇▇▇▇▇ Entities, the “▇▇▇▇▇▇ Intellectual Property”). None of the ▇▇▇▇▇▇ Intellectual Property owned or purported to be owned by or, to the Knowledge of ▇▇▇▇▇▇, exclusively licensed to or purported to be exclusively licensed to, any ▇▇▇▇▇▇ Entity is invalid or unenforceable in whole or in part. No loss or expiration of any of the ▇▇▇▇▇▇ Intellectual Property is pending, or to the Knowledge of ▇▇▇▇▇▇, reasonably foreseeable, or threatened, except for patents expiring at the end of their statutory term. The ▇▇▇▇▇▇ Entities have taken all commercially reasonable actions to protect and maintain in full force and effect the ▇▇▇▇▇▇ Intellectual Property. Each current or former Service Provider of any ▇▇▇▇▇▇ Entity has executed a valid and enforceable written agreement assigning to such ▇▇▇▇▇▇ Entity ownership of all rights in any Intellectual Property developed by such Service Provider, solely or jointly with others, in the course and scope of his or her employment or engagement by such ▇▇▇▇▇▇ Entity. Except as specified on Section 3.09(c) of the ▇▇▇▇▇▇ Disclosure Schedule, none of the ▇▇▇▇▇▇ Shareholders owns or holds any Intellectual Property that is used, commercialized or exploited in any way by any ▇▇▇▇▇▇ Entity.

(d)    Except as set forth on Section 3.09(d) of the ▇▇▇▇▇▇ Disclosure Schedule, (i) there have been no claims made or, to the Knowledge of ▇▇▇▇▇▇, threatened against any ▇▇▇▇▇▇ Entity asserting the invalidity, misuse or unenforceability of any ▇▇▇▇▇▇ Intellectual Property or challenging any ▇▇▇▇▇▇ Entity’s ownership of Intellectual Property owned or purported to be owned by such ▇▇▇▇▇▇ Entity or right to use, commercialize or exploit any other ▇▇▇▇▇▇ Intellectual Property, in either case free and clear of Liens, and to the Knowledge of ▇▇▇▇▇▇, there is no basis for any such claim, (ii) no ▇▇▇▇▇▇ Entity has received any written notices of, and to the Knowledge of ▇▇▇▇▇▇ there are no facts which indicate a likelihood of, any direct, vicarious, indirect, contributory or other infringement, violation or misappropriation by a ▇▇▇▇▇▇ Entity of any Intellectual Property (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person), (iii) to the Knowledge of ▇▇▇▇▇▇, the conduct of the ▇▇▇▇▇▇ Entities’ respective businesses as previously conducted has not infringed, misappropriated or violated, and as presently conducted or presently proposed to be conducted, to the Knowledge of ▇▇▇▇▇▇, does not infringe, misappropriate or violate, any Intellectual Property rights of any Person, and, (iv) to the Knowledge of ▇▇▇▇▇▇, no ▇▇▇▇▇▇ Intellectual Property has been infringed, misappropriated or violated by any other Person.

(e)    The computer, information technology and communication systems, including the Software, hardware and networks (including any virtual private networks), and all programs, data, information and databases that are available or thereon or Processed thereby (collectively, the “Systems”), currently used or owned by the ▇▇▇▇▇▇ Entities are reasonably sufficient for the needs of the businesses of the ▇▇▇▇▇▇ Entities as presently conducted. To the Knowledge of ▇▇▇▇▇▇, in the past twelve (12) months, there have been no bugs in, or failures, breakdowns, or continued substandard performance of, any Systems that has caused any material disruption or interruption in or to the use of such Systems by any ▇▇▇▇▇▇ Entity or the conduct of their businesses, and there have been no material slowdowns in the Systems or the use thereof as a result of work performed from any remote locations.

(f)    To the Knowledge of ▇▇▇▇▇▇, no software owned or used by any of the ▇▇▇▇▇▇ Entities (collectively, the “▇▇▇▇▇▇ Software”) contains, and the ▇▇▇▇▇▇ Entities have taken all commercially reasonable precautions to prevent the presence of, any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, Trojan horse, spyware, or similar component) which could damage, destroy, or alter the ▇▇▇▇▇▇ Software, the Systems, or other software or hardware used by the ▇▇▇▇▇▇ Entities or any of their customers (or such customers respective end users or employees), or which could, in any unintended manner, reveal, damage, corrupt, destroy, or alter any data or other information accessed through or processed by the ▇▇▇▇▇▇ Software, or otherwise cause unauthorized access to, or disruption, impairment, disablement, or destruction of any Systems.

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(g)    The ▇▇▇▇▇▇ Entities have taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect its rights in all trade secrets and confidential information owned by or otherwise in their possession (including all source code to all ▇▇▇▇▇▇ Software), and, except under confidentiality obligations, there has not been any disclosure by any ▇▇▇▇▇▇ Entity of any such trade secrets or confidential information. To the Knowledge of ▇▇▇▇▇▇, there has been no unauthorized access to or disclosure of any such trade secrets or confidential information.

(h)    Except as set forth on Section 3.09(h) of the ▇▇▇▇▇▇ Disclosure Schedule, No ▇▇▇▇▇▇ Entity, nor any ▇▇▇▇▇▇ Software owned by any of the ▇▇▇▇▇▇ Entities and material to the conduct of their respective business, has made use of any Open Source Software in a manner or fashion that (i) requires the licensing, disclosure or distribution of any source code for any such ▇▇▇▇▇▇ Software to licensees or any other Person, (ii) prohibits or limits the receipt of consideration in connection with licensing, sublicensing or distributing any such ▇▇▇▇▇▇ Software or that such Software must be made available at no charge or otherwise licensed to third parties, (iii) except as specifically permitted by applicable Law, allows any Person to decompile, disassemble or otherwise reverse-engineer any such ▇▇▇▇▇▇ Software, or (iv) requires the licensing of any such ▇▇▇▇▇▇ Software to any other Person for the purpose of making derivative works.

Section 3.10    CONTRACTS.

(a)    Section 3.10(a) of the ▇▇▇▇▇▇ Disclosure Schedule contains a true, complete and accurate list (by reference to the applicable subsection hereof) of (such Contracts, collectively, the “Material Contracts”):

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To the Knowledge of ▇▇▇▇▇▇, true, complete and accurate copies of the Material Contracts, together with all amendments and modifications thereto, have previously been made available to Subversive. Each Material Contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses.

(b)    No ▇▇▇▇▇▇ Entity is in breach or default, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a breach or default by any ▇▇▇▇▇▇ Entity of, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Contract. To the Knowledge of ▇▇▇▇▇▇, no other party is in breach or default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a breach or default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by any ▇▇▇▇▇▇ Entity under, or in any manner release any party thereto from any obligation under, any Material Contract. Since the Reference Date, no ▇▇▇▇▇▇ Entity has received any written notice regarding any actual or alleged violation or breach of, or default under any Material Contract. No ▇▇▇▇▇▇ Entity has received any written notice, nor does any ▇▇▇▇▇▇ Entity have any Knowledge that, a counterparty to any Material Contract is terminating, not renewing, modifying, repudiating or rescinding, or intends to terminate, not renew, modify, repudiate or rescind such Material Contract.

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Section 3.11    LITIGATION.

(a)    There are no Proceedings pending or, to the Knowledge of ▇▇▇▇▇▇, threatened against any (i) ▇▇▇▇▇▇ Entity or (ii) to the extent related to any ▇▇▇▇▇▇ Entity, current or former Service Provider.

(b)    There are no Proceedings pending or threatened by any ▇▇▇▇▇▇ Entity.

(c)    For any Proceedings identified on Section 3.11(a) or Section 3.11(b) of the ▇▇▇▇▇▇ Disclosure Schedule, (i) to the extent permitted by applicable Law and solely to the extent that would not extinguish any available privileges with respect thereto, ▇▇▇▇▇▇ has made available to Subversive true, complete and accurate copies of all pleadings and material correspondence relating to each such Proceeding, (ii) no such Proceeding would, to ▇▇▇▇▇▇’▇ Knowledge, reasonably be expected to result in the ▇▇▇▇▇▇ Entities incurring aggregate Losses with respect thereto of more than $100,000, and (iii) ▇▇▇▇▇▇ will have paid before the Closing, all fees and expenses of counsel and other representatives of ▇▇▇▇▇▇ incurred on or before the Closing Date in connection with such Proceeding.

(d)    Section 3.11(d) of the ▇▇▇▇▇▇ Disclosure Schedule sets forth any Order to which any ▇▇▇▇▇▇ Entity is subject.

Section 3.12    COMPLIANCE WITH APPLICABLE LAWS. Each ▇▇▇▇▇▇ Entity is, and for the past two (2) years has been, in compliance in all material respects with all Laws (other than, for the avoidance of doubt, the Federal Cannabis Laws) in connection with the conduct, ownership, use, occupancy or operation of its business and assets, and no ▇▇▇▇▇▇ Entity has received written notice of any actual or alleged violation of any Law. The ▇▇▇▇▇▇ Entities only operate in jurisdictions that have enacted Laws legalizing Cannabis. Each ▇▇▇▇▇▇ Entity is in compliance in all material respects with all applicable Laws (other than the Federal Cannabis Laws) controlling the cultivation, harvesting, production, handling, storage, distribution, sale, and possession of Cannabis. No ▇▇▇▇▇▇ Entity imports or exports Cannabis products from or to any foreign country.

Section 3.13    LICENSES AND GOVERNMENTAL AUTHORIZATIONS. The ▇▇▇▇▇▇ Entities hold and have held, and immediately following the Closing will hold, all Governmental Authorizations necessary for the conduct, ownership, use, occupancy or operation of their businesses or assets as conducted, owned, used, occupied or operated prior to the date hereof, and all such Governmental Authorizations are valid and in full force and effect. Each ▇▇▇▇▇▇ Entity is, and for the past two (2) years has been, in material compliance with all such Governmental Authorizations, and no ▇▇▇▇▇▇ Entity has received written notice of any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All such Governmental Authorizations are identified on Section 3.13 of the ▇▇▇▇▇▇ Disclosure Schedule (including the issuer, date of issuance and expiration date) and complete and correct copies thereof have been made available to Subversive. The ▇▇▇▇▇▇ Entities will diligently pursue all disclosure and approval requirements applicable to the Governmental Authorizations, such that the rights and benefits of each Governmental Authorization will be available to the Surviving Company after the Effective Time on terms substantially identical to those enjoyed by the Company as of the Agreement Date and immediately prior to the Effective Time and, to the Knowledge of ▇▇▇▇▇▇, will not be cancelled, terminated, revoked, limited in scope or otherwise adversely affected by the Merger or the other transactions contemplated hereby.

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Section 3.14    HEALTH, SAFETY AND ENVIRONMENTAL.

(a)    Each ▇▇▇▇▇▇ Entity is and has been in compliance with all Environmental and Safety Requirements.

(b)    Each ▇▇▇▇▇▇ Entity has obtained, maintains, and complies with all Governmental Authorizations required under Environmental and Safety Requirements to operate its business, and no Proceeding is pending, or to the Knowledge of ▇▇▇▇▇▇, threatened, to revoke, modify, or terminate any Governmental Authorization required under Environmental and Safety Requirements.

(c)    There are no Hazardous Materials present in, at, under, about or migrating to or from, any (i) Leased Real Property, (ii) real property formerly owned, leased, or used by any ▇▇▇▇▇▇ Entity or any of its predecessors, or (iii) property to which any ▇▇▇▇▇▇ Entity or any of its predecessors, or any Person on behalf of any ▇▇▇▇▇▇ Entity or any of its predecessors, has, at any time, transported, treated, stored or disposed of Hazardous Material, in each case, that has or would reasonably be expected to give rise to, result in, or serve as a basis for any material Liability of the ▇▇▇▇▇▇ Entities under Environmental and Safety Requirements.

(d)    No ▇▇▇▇▇▇ Entity has been subject to, nor has received any written notice of, any Proceeding related to the Release of Hazardous Materials or noncompliance with or material Liabilities under Environmental and Safety Requirements.

(e)    No ▇▇▇▇▇▇ Entity has any contractual indemnity obligation to any third party with respect to Environmental and Safety Requirements.

(f)    To the Knowledge of ▇▇▇▇▇▇, (i) no underground storage tanks or related piping are located on, under, or at any Leased Real Property, (ii) no ▇▇▇▇▇▇ Entity has removed or caused any such tank or piping to be removed and (iii) there has been no such removal from any Leased Real Property or any former operating location that would reasonably be expected to give rise to, result in, or serve as a basis for any Liability of any ▇▇▇▇▇▇ Entity under Environmental and Safety Requirements.

(g)    To the Knowledge of ▇▇▇▇▇▇, no current facts, circumstances, or conditions exist with respect to any ▇▇▇▇▇▇ Entity, their respective businesses, the Leased Real Property, or any formerly owned, leased, or operated real property that would result, individually or in the aggregate, in any ▇▇▇▇▇▇ Entity’s incurring material Liability, or material, unbudgeted capital expenditures to achieve or maintain compliance, under Environmental and Safety Requirements, including Governmental Authorizations required under Environmental and Safety Requirements.

(h)    The ▇▇▇▇▇▇ Entities have made available to Subversive true, complete and accurate copies of all material environmental assessment reports, health and safety audits, and reports of investigations with respect to the ▇▇▇▇▇▇ Entities, or the Leased Real Property in ▇▇▇▇▇▇’▇ possession or control.

Section 3.15    TAXES.

(a)    Each ▇▇▇▇▇▇ Entity has timely and properly filed all income and material other Tax Returns required to be filed by it, taking into account any extension of time to file granted to or obtained by such ▇▇▇▇▇▇ Entity. All such Tax Returns are accurate and complete in all material respects Each ▇▇▇▇▇▇ Entity has timely and properly paid all Taxes required to be paid by any ▇▇▇▇▇▇ Entity, or with respect to its assets, whether or not shown as due on such Tax Returns.

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(b)    All Tax deficiencies that have been claimed, proposed, or asserted in writing by any Governmental Authority against any ▇▇▇▇▇▇ Entity have been fully paid or finally settled.

(c)    No Tax audits or administrative or judicial Tax Proceedings are being conducted or are pending with respect to any ▇▇▇▇▇▇ Entity. No ▇▇▇▇▇▇ Entity has received from any Governmental Authority any (i) written notice indicating an intent to open an audit, examination or other review with respect to Taxes, (ii) written request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax, in each case with respect to a Tax period that remains open. No ▇▇▇▇▇▇ Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, remains in effect (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the ordinary course of business).

(d)    No written claim has ever been made by an authority in a jurisdiction where any ▇▇▇▇▇▇ Entity does not file Tax Returns that a ▇▇▇▇▇▇ Entity may be subject to taxation by that jurisdiction. Section 3.15(d) of the ▇▇▇▇▇▇ Disclosure Schedule sets forth each jurisdiction in which each ▇▇▇▇▇▇ Entity is required to file Tax Returns or pay Taxes.

(e)    There are no Liens (other than Permitted Liens) on any of the assets of any ▇▇▇▇▇▇ Entity that arose in connection with any failure, delay (or alleged failure or delay) to pay any Tax.

(f)    Each ▇▇▇▇▇▇ Entity has timely and properly withheld and paid all non-de minimis Taxes required to have been withheld and paid in connection with any amounts paid or owing to any Service Provider, equity interest holder, or other third party, and all IRS Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. Each ▇▇▇▇▇▇ Entity has consistently treated any workers that it treats as independent contractors (and any similarly situated workers) as independent contractors for purposes of Section 530 of the Revenue Act of 1978.

(g)    No ▇▇▇▇▇▇ Entity is party to any agreement the principal purpose of which is to allocate or share liability for Taxes between or among the applicable ▇▇▇▇▇▇ Entity, on the one hand, and other Persons, on the other hand, including, for the avoidance of doubt, any Tax allocation, Tax sharing, Tax distribution, Tax indemnification, Tax reimbursement or Tax gross-up Contract, other than a contract entered into in the ordinary course of business, the primary purpose of which is not Taxes.

(h)    No ▇▇▇▇▇▇ Entity (i) has ever been a member of an affiliated group filing a consolidated federal Income Tax Return (other than the consolidated group of which ▇▇▇▇▇▇ is the common parent), or (ii) has any Liability for Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Income Tax Law) (other than with respect to the consolidated group of which ▇▇▇▇▇▇ is the common parent), as a transferee or successor, by contract (but excluding contracts the primary purpose of which is not related to Taxes), or otherwise by Law.

(i)    No ▇▇▇▇▇▇ Entity has ever been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(j)    Each ▇▇▇▇▇▇ Entity has in all material respects collected and maintained all resale certificates, exemption certificates and other material documentation required to qualify for any exemption from the collection of sales Taxes imposed on or due from such ▇▇▇▇▇▇ Entity.

(k)    None of the assets of the ▇▇▇▇▇▇ Entities are an interest in an entity or arrangement classified as a partnership for United States federal, state or local Income Tax purposes.

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(l)    The aggregate unpaid Taxes of the ▇▇▇▇▇▇ Entities (a) did not, as of the Balance Sheet Date, materially exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet and (b) do not materially exceed that reserve as adjusted for the transactions contemplated by this Agreement and the passage of time through the end of the Closing Date in accordance with the past custom and practice of ▇▇▇▇▇▇ in preparing its Financial Statements.

(m)    No ▇▇▇▇▇▇ Entity is a party to any agreement or arrangement that could result, separately or in the aggregate, in the actual or deemed payment of any “excess parachute payments” within the meaning of Section 280G of the Code (or any comparable provision of foreign, state or local Law).

(n)    No ▇▇▇▇▇▇ Entity has ever participated in any “listed transaction” or “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b).

(o)    No ▇▇▇▇▇▇ Entity has requested or received a ruling from any Governmental Authority or signed any Contract with any Governmental Authority that might impact the amount of Tax due from Subversive or its Affiliates (including following the Closing, for the avoidance of doubt, the ▇▇▇▇▇▇ Entities) after the Closing Date.

(p)    Neither Subversive nor any of its Affiliates (including following the Closing, for the avoidance of doubt, the ▇▇▇▇▇▇ Entities) (assuming for this purpose that each ▇▇▇▇▇▇ Entity is a regarded entity for U.S. federal Income Tax purposes) will be required to include any item of income in, or exclude any deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting, or the use of a cash or an improper method of accounting, for a taxable period ending on or prior to the Closing Date with respect to any ▇▇▇▇▇▇ Entity (including, for the avoidance of doubt, any adjustment under Section 481(a) of the Code (or any corresponding or similar provision of state, local, or foreign Tax law)); (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Income Tax Law) executed on or prior to the Closing Date; (iii) intercompany transactions as described in Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of state, local or foreign Income Tax Law) or excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign Income Tax Law); in either case existing on or prior to the Closing Date, or excess loss account described in Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of state, local or foreign Income Tax Law) (iv) installment sale or open transaction disposition made on or prior to the Closing Date by any ▇▇▇▇▇▇ Entity; (v) prepaid or deposit amount received outside of the Ordinary Course on or prior to the Closing Date by any ▇▇▇▇▇▇ Entity; (vi) interest held by any ▇▇▇▇▇▇ Entity in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) on or before the Closing Date pursuant to Section 951 or 951A of the Code; (vii) minimum gain chargeback” provision applicable to any ▇▇▇▇▇▇ Entity with respect to “minimum gain” for periods (or portions of periods) ending on or prior to the Closing Date pursuant to Subchapter K of the Code; or (viii) debt instrument held by any ▇▇▇▇▇▇ Entity on or before the Closing Date that was acquired with “original issue discount” as defined in Section 1273(a) of the Code or is subject to the rules set forth in Section 1276 of the Code. No ▇▇▇▇▇▇ Entity is required to include any amount in income pursuant to Section 965 of the Code or pay any installment of the “net tax liability” described in Section 965(h)(1) of the Code. No ▇▇▇▇▇▇ Entity has deferred any obligation to pay Taxes pursuant to Section 2302 of the CARES Act.

(q)    Within the past two years, no ▇▇▇▇▇▇ Entity has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that purported or intended to be governed in whole or in part by Section 355 or 361 of the Code.

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(r)    Each Employee Plan that is a “non-qualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code has been administered and drafted or amended, in such a manner that complies in all material respects with Section 409A of the Code and the Treasury Regulations promulgated thereunder.

(s)    No ▇▇▇▇▇▇ Entity is the beneficiary of any Tax incentive, Tax rebate, Tax holiday or similar arrangement or agreement with any Governmental Authority.

(t)    The ▇▇▇▇▇▇ Shares are not “taxable Canadian property” within the meaning of the Income Tax Act (Canada).

(u)    No portion of the Contingent Transaction Consideration is dependent on the use of or production from property in Canada.

(v)    The Canadian Shareholders are not non-residents of Canada or, if partnership, are “Canadian partnerships”, in each case within the meaning of the Income Tax Act (Canada).

Section 3.16    INSURANCE POLICES. Section 3.16 of the ▇▇▇▇▇▇ Disclosure Schedule contains a true and complete list of all insurance policies to which any ▇▇▇▇▇▇ Entity is a party or which provide coverage to or for the benefit of or with respect to any ▇▇▇▇▇▇ Entity or any director, manager, officer or employee of any ▇▇▇▇▇▇ Entity in his or her capacity as such (the “Insurance Policies”), indicating in each case the type of coverage, name of the insured, the insurer, the expiration date of each policy and the amount of coverage. True and complete copies of all such Insurance Policies have been made available to Subversive. Section 3.16 of the ▇▇▇▇▇▇ Disclosure Schedule also describes any self-insurance or co- insurance arrangements by or affecting any ▇▇▇▇▇▇ Entity or any director, manager, officer or employee of a ▇▇▇▇▇▇ Entity in his or her capacity as such, including any reserves established thereunder. Each Insurance Policy is in full force and effect and shall remain in full force and effect in accordance with its terms immediately following the Closing, is (to the Knowledge of ▇▇▇▇▇▇) provided by a financially solvent carrier and has not been subject to any lapse in coverage. The ▇▇▇▇▇▇ Entities are current in all premiums or other payments due under the Insurance Policies and have otherwise complied in all material respects with all of their obligations under each Insurance Policy. The ▇▇▇▇▇▇ Entities have given timely notice to the applicable insurer of all material claims that may be insured thereby under any Insurance Policy. No ▇▇▇▇▇▇ Entity has been refused any insurance by, nor has coverage been limited by, any insurance carrier with which any ▇▇▇▇▇▇ Entity has carried insurance or any other insurance carrier to which any ▇▇▇▇▇▇ Entity has applied for insurance, and no insurer has issued a reservation of rights or denial of coverage for claims or incidents which could give rise to a claim under any Insurance Policy. No Insurance Policy provides for any retrospective premium adjustment or other experience based liability on the part of any ▇▇▇▇▇▇ Entity.

Section 3.17    EMPLOYEE PLANS.

(a)    Neither the ▇▇▇▇▇▇ Entities nor any ERISA Affiliate have ever maintained, sponsored, adopted, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to, or has any other Liability with respect to, any employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) or any other plan, program, policy, practice, arrangement or agreement providing for compensation or benefits of any kind to any individual (each an “Employee Plan,” and collectively, the “Employee Plans”). No Employee Plan is subject to Laws outside the United States.

(b)    Neither the ▇▇▇▇▇▇ Entities nor any ERISA Affiliate has at any time participated in or made contributions to or has had any other Liability or potential Liability with respect to a plan which is or was

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(i) a “multiemployer plan” within the meaning of ERISA Section 3(37) or 4001(a)(3), (ii) a “multiple employer plan” within the meaning of ERISA Section 4063 or 4064 or Code Section 413(c), (iii) a “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40), (iv) a plan subject to Section 302 or Title IV of ERISA or Code Section 412; or (v) a “welfare benefit fund” as defined in Section 419(e) of the Code.

(c)    Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS stating that such Employee Plan is so qualified, and nothing has occurred that could adversely affect the qualified status of such plan.

(d)    Each Employee Plan has been and is operated and funded in such a manner as to qualify, where appropriate, for both federal and state purposes, for Income Tax exclusions to its participants, Tax- exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto.

(e)    There are no Proceedings or claims pending or threatened with respect to any Employee Plan, or the assets thereof (other than routine claims for benefits), and there are no facts which could give rise to any Liability, Proceeding or claim against any Employee Plan, any fiduciary or plan administrator or other person dealing with any Employee Plan or the assets thereof.

(f)    No Employee Plan is under audit or investigation by, or is the subject of a Proceeding with respect to, any Governmental Authority, including the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation.

(g)    Each of the Employee Plans and all related trusts, insurance contracts and funds have been established, documented, maintained, funded and administered in compliance with their terms, and in compliance with the applicable provisions of ERISA, the Code, and all other applicable Laws. With respect to each Employee Plan, all required payments, premiums, contributions, distributions or reimbursements for all periods ending prior to or as of the Agreement Date have been timely made or are not past due and properly accrued on the Financial Statements in accordance with IFRS. With respect to any insurance policy providing funding or reimbursement for benefits under any Employee Plan, (i) there is no liability of any ▇▇▇▇▇▇ Entity in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability, and (ii) to ▇▇▇▇▇▇’▇ Knowledge, no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding. With respect to each Employee Plan that provides welfare benefits, all claims incurred under such Employee Plan are (i) insured pursuant to a contract of insurance (that does not provide for any retrospective premium adjustments) whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization (an “HMO”) pursuant to which the HMO bears the liability for claims or (iii) accrued as a liability on the Financial Statements.

(h)    No event, act or omission has occurred and no condition exists with respect to any Employee Plan that would result in any material Tax, penalty, assessable payment or other liability imposed by ERISA, the Code or any other applicable Law for which any ▇▇▇▇▇▇ Entity is or may be liable.

(i)    Each Employee Plan that is subject to the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (collectively, “COBRA”), the requirements of the Health Insurance Portability and Accountability Act of 1986, as amended, and/or the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, has been administered in compliance with such requirements. No Employee Plan provides post-termination medical, life or other welfare benefits other than as required pursuant to COBRA.

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(j)    With respect to each Employee Plan, the ▇▇▇▇▇▇ Entities have provided Subversive the most recent true, complete and correct copies of (to the extent applicable): (i) all documents pursuant to which the Employee Plan is maintained, funded and administered (including the plan and trust documents, any amendments thereto, the summary plan descriptions, any summaries of material modifications and any insurance contracts or service provider agreements and any amendments thereto); (ii) the two (2) most recent actuarial reports and/or financial reports; (iii) the three (3) most recent annual reports (IRS Form 5500 series) filed with the United States Department of Labor (with all applicable attachments); (iv) the most recent determination letter, if any, received from the IRS; (v) any communication to or from any Governmental Authority or to or from any Employee Plan participant, including a written description of any oral communication; and (vi) non-discrimination, coverage and top-heavy testing for the three most recently available plan years.

(k)    All required reports with respect to each Employee Plan have been timely and accurately filed with the IRS, the United States Department of Labor and the Pension Benefit Guaranty Corporation and, as appropriate, provided to participants in the Employee Plan.

(l)    Neither the execution and delivery of this Agreement or any Transaction Document nor the consummation of the transactions contemplated hereby or thereby will (either alone or in conjunction with any event) (i) constitute an “excess parachute payment” (within the meaning of Section 280G of the Code) becoming due to any director, manager, consultant, employee or former employee of any of the ▇▇▇▇▇▇ Entities, (ii) increase any benefits otherwise payable under any Employee Plan, or (iii) result in any acceleration of the time of funding, payment or vesting of any such benefits.

(m)    No communication or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Plan.

(n)    Each ▇▇▇▇▇▇ Entity has, for purposes of each relevant Employee Plan, correctly classified those individuals performing services for such ▇▇▇▇▇▇ Entity as common law employees, leased employees, independent contractors or agents of such ▇▇▇▇▇▇ Entity.

Section 3.18     EMPLOYEES; LABOR RELATIONS. Section 3.18(a) of the ▇▇▇▇▇▇ Disclosure Schedule lists each ▇▇▇▇▇▇ Entity’s employees and independent contractors, setting forth the name, title and base salary or hourly rate for such Person as of the Reference Date. Section 3.18(b) of the ▇▇▇▇▇▇ Disclosure sets forth, in each case, since January 1, 2020, (i) any termination, layoff, furlough, implementation of job sharing, change in compensation (other than increases or bonuses in the ordinary course of business consistent with past practice) or other change of employment status or terms with respect to any current or former Service Provider, and (ii) a list of all Service Providers working from home or a location other than a facility or location of a ▇▇▇▇▇▇ Entity and whether such Service Provider worked primarily at a facility or location of a ▇▇▇▇▇▇ Entity prior January 1, 2020. Section 3.18(c) of the ▇▇▇▇▇▇ Disclosure sets forth a list of all Services Providers on any leave or paid time off. No ▇▇▇▇▇▇ Entity has received any written notice, and no ▇▇▇▇▇▇ Entity has any Knowledge, that any current or former Service Provider has been infected with COVID-19, has experienced symptoms of infection with COVID-19, has been exposed to a Person with COVID-19 or has been quarantined (either voluntarily or mandatorily) for an actual or potential infection with or exposure to COIVD-19. No current employee of any ▇▇▇▇▇▇ Entity has given written notice of his or her intent to terminate such employment and no written notice of termination has been given to any employee by any ▇▇▇▇▇▇ Entity. To the Knowledge of ▇▇▇▇▇▇, no Service Provider of any ▇▇▇▇▇▇ Entity is party to any Contract that materially restricts the Service Provider’s performance of duties or otherwise materially interferes with the conduct of the Business. There have not been any “employment losses” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended or any similar state or local law (the “WARN Act”) within the past six (6) months. No ▇▇▇▇▇▇ Entity is a party to or bound by any collective bargaining agreements or Contracts with any labor union or other

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representative of employees or any employee benefits provided for by any such Contract, no employees of any ▇▇▇▇▇▇ Entity are represented by a labor union, works council or other employee representative body with respect to his or her employment with any ▇▇▇▇▇▇ Entity. No strike, lockout, slowdown, work stoppage, concerted refusal to work overtime, picketing, unfair labor practice, grievance or union organizational activity or other similar occurrence (whether or not resolved) has occurred at any time or is pending or threatened against any ▇▇▇▇▇▇ Entity. No ▇▇▇▇▇▇ Entity is or has been a party to or otherwise bound by any citation, decree or Order by any Governmental Authority relating to employees or employment practices, and there are no Governmental Authority conciliation agreements, noncompliance findings or audits pending or in effect with respect to employees or employment practices of any ▇▇▇▇▇▇ Entity. No ▇▇▇▇▇▇ Entity is or has been subject to any Proceeding regarding its employment practices or any other employment-related matter. Each ▇▇▇▇▇▇ Entity is and has been in compliance in all material respects with all applicable Laws relating to the employment of labor, including wages, hours, pay equity, overtime, discrimination, equal opportunity, collective bargaining, harassment, immigration, disability, affirmative action, leaves of absence, privacy, rest periods, meal breaks, workers’ compensation, unemployment insurance, occupational health and safety and the collection and payment of withholding and/or social contribution Taxes and similar Taxes, plant closings, mass layoffs and relocations. No ▇▇▇▇▇▇ Entity has received notice of any allegation, and to the ▇▇▇▇▇▇ Entities’ Knowledge, no Person has alleged, that any ▇▇▇▇▇▇ Entity or any officer, employee, agent or other Service Provider has engaged in sexual harassment. The ▇▇▇▇▇▇ Entities have each timely paid in full to each current or former Service Provider or, if not past due, accrued on the Financial Statements in accordance with IFRS all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Service Providers. There are no Liabilities of any ▇▇▇▇▇▇ Entity relating to workers’ compensation benefits that are not fully insured against by a third-party insurance carrier. The ▇▇▇▇▇▇ Entities have at all times properly classified in accordance with all applicable Laws all of their respective Service Providers as either employees or independent contractors and as exempt or non-exempt from overtime requirements and have each made all appropriate filings in connection with services provided by, and compensation paid to, such Service Providers. No Service Provider or Person who was, between January 1, 2020 and the Agreement Date, a Service Provider, has refused to work or provide services because of, or made any complaint or claim with respect to, any unsafe conditions in the workplace as a result of, arising out of or otherwise relating to COVID-19.

Section 3.19    TRANSACTIONS WITH RELATED PARTIES. No Related Party has any direct or indirect interest in (a) any material customer or supplier of any ▇▇▇▇▇▇ Entity or (b) any assets or property used by any ▇▇▇▇▇▇ Entity (including any Intellectual Property). Section 3.19(a) of the ▇▇▇▇▇▇ Disclosure sets forth the parties to and the date, nature and amount of each Related Party Transaction since the Reference Date (other than salary or other compensation or benefits under Employee Plans paid or payable in the ordinary course of business consistent with past practice to employees in consideration for bona fide services performed by such employees).

Section 3.20    REAL PROPERTY.

(a)    No ▇▇▇▇▇▇ Entity owns, or has owned, any real property or is bound by any Contract, or has any Liabilities, with respect to the purchase or sale of any real property or the ownership of any real property prior to the Agreement Date.

(b)    Section 3.20(b) of the ▇▇▇▇▇▇ Disclosure sets forth a complete list, including an address of each leasehold or subleasehold estate or other right to use or occupy any interest in real property held by any ▇▇▇▇▇▇ Entity (“Leased Real Property”) and the Real Property Leases (including all amendments, guaranties and other agreements with respect thereto) relating to each such Leased Real Property. With respect to each Leased Real Property, (i) the relevant ▇▇▇▇▇▇ Entity’s possession and quiet enjoyment under the applicable Real Property Lease has not been disturbed, and nor does ▇▇▇▇▇▇ have Knowledge of any disputes with respect to any Real Property Lease (ii) no ▇▇▇▇▇▇ Entity has subleased, licensed or otherwise

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granted any person the right to use or occupy any Leased Real Property or any portion thereof, or collaterally assigned or granted any security interest in such Leased Real Property or any interest therein and, (iii) there are no special, general or other assessments pending against any ▇▇▇▇▇▇ Entity or affecting any Leased Real Property that would be payable by the lessee thereof. No ▇▇▇▇▇▇ Entity nor any other party to a Real Property Lease is or has been in breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification, or acceleration or increase of rent under such Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under any Real Property Lease which has not been redeposited in full. No ▇▇▇▇▇▇ Entity owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease.

(c)    The Leased Real Property comprises all of the real property that is used in or otherwise related to the businesses of the ▇▇▇▇▇▇ Entities. To ▇▇▇▇▇▇’▇ Knowledge, all buildings, structures, improvements, fixtures, building systems (including HVAC, electrical, plumbing and sewer systems) and equipment, and all components thereof, included in the Leased Real Property (collectively, “Improvements”) are in good condition and repair and are sufficient for the operation of the businesses of the ▇▇▇▇▇▇ Entities as currently conducted. To ▇▇▇▇▇▇’▇ Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business conducted thereon. No ▇▇▇▇▇▇ Entity has received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any work or alteration with respect to any Leased Real Property. To ▇▇▇▇▇▇’▇ Knowledge, there is no pending or threatened condemnation, expropriation or other governmental taking of any part or interest in any Leased Real Property. The current and intended use and occupancy of the Leased Real Property and the operation of the ▇▇▇▇▇▇ Entities’ businesses as currently conducted do not violate any applicable zoning law, easement, covenant, condition, restriction or similar provision in any instrument of record affecting the Leased Real Property. To ▇▇▇▇▇▇’▇ Knowledge, no fact or condition exists that could result in the termination or impairment of presently available access from adjoining public or private streets or ways or in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Leased Real Property.

Section 3.21    SUPPLIERS. Section 3.21 of the ▇▇▇▇▇▇ Disclosure contains a complete and correct list of (i) the ten (10) largest suppliers to the ▇▇▇▇▇▇ Entities, taken as a whole, (excluding utilities) by the aggregate dollar value of purchases by the ▇▇▇▇▇▇ Entities, taken as a whole, during the twelve month period ended June 30, 2020 (each a “Top Supplier”) and (ii) with respect to each Top Supplier such aggregate dollar value of purchases. Since December 31, 2019, no Top Supplier has terminated or adversely modified the amount, pricing, frequency or terms of the business such Top Supplier conducts with any ▇▇▇▇▇▇ Entity. No ▇▇▇▇▇▇ Entity has received any written notice, nor does ▇▇▇▇▇▇ have Knowledge, that any Top Supplier will terminate or adversely modify the amount, pricing, frequency or terms of the business such Top Supplier conducts with any ▇▇▇▇▇▇ Entity. There is no material dispute pending with any Top Supplier, and no ▇▇▇▇▇▇ Entity has received any written notice, nor does ▇▇▇▇▇▇ have any Knowledge, of a reasonable basis for any such dispute.

Section 3.22    BANK ACCOUNTS. Section 3.22 of the ▇▇▇▇▇▇ Disclosure is a complete and correct list of each bank or financial institution in which any ▇▇▇▇▇▇ Entity has an account, safe deposit box or lockbox, or maintains a banking, custodial, trading or similar relationship, the number of each such account or box, and the names of all persons authorized to draw thereon or having signatory power or access thereto.

Section 3.23    INTENTIONALLY OMITTED.

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Section 3.24 PRODUCTS. All products manufactured, processed, marketed, distributed, sold or delivered by any ▇▇▇▇▇▇ Entity have been in conformity with all applicable warranties, and no ▇▇▇▇▇▇ Entity has any material Liability for replacement thereof or other material damages in connection therewith in excess of any warranty reserve established with respect thereto on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the ▇▇▇▇▇▇ Entities. Each product manufactured, sold or delivered by any of ▇▇▇▇▇▇ Entity is in compliance in all material respects with all applicable Laws (other than, for the avoidance of doubt, the Federal Cannabis Laws) controlling the cultivation, harvesting, production, handling, storage, distribution, sale, and possession of Cannabis, including the Medicinal and Adult-Use Cannabis Regulation and Safety Act and the Safe Drinking Water and Toxic Enforcement Act of 1986. Any products sold by any ▇▇▇▇▇▇ Entity that were purchased by a ▇▇▇▇▇▇ Entity from third parties was, to the Knowledge of ▇▇▇▇▇▇, cultivated, harvested, produced, tested, handled and delivered in accordance with all applicable Law (except for, for the avoidance of doubt, the Federal Cannabis Laws) in all material respects, and were purchased from suppliers duly licensed to cultivate, harvest and produce such products. No ▇▇▇▇▇▇ Entity has used any substance, including pesticides, prohibited by Laws (except for, for the avoidance of doubt, the Federal Cannabis Laws) applicable in the states and localities in which such ▇▇▇▇▇▇ Entity operates, in any prohibited amount at any stage of the cultivation, harvesting, handling, storage or delivery of such products. Each ▇▇▇▇▇▇ Entity has performed (or caused to be performed by third parties) all material and necessary tests and obtained all test certificates and certificates of ingredients required by applicable Law, including tests for microbials, contaminants, residuals, and pesticides, with respect to any product manufactured, sold or delivered by such ▇▇▇▇▇▇ Entity. To the Knowledge of ▇▇▇▇▇▇, no products manufactured, sold or delivered by ▇▇▇▇▇▇ contain any prohibited pesticides, contaminants or any other substance prohibited by any Law (except for, for the avoidance of doubt, Federal Cannabis Laws). No ▇▇▇▇▇▇ Entity received any written notice of any claims for, and to ▇▇▇▇▇▇’▇ Knowledge there is no reasonable basis for, any extraordinary product recalls relating to any of its products or services. No ▇▇▇▇▇▇ Entity has had or has any material Liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any products manufactured, sold or delivered by any ▇▇▇▇▇▇ Entity or with respect to any services rendered by any ▇▇▇▇▇▇ Entity. The ▇▇▇▇▇▇ Entities are in material compliance with all applicable advertising or labeling requirements that prohibit “drug” claims on products that have not received appropriate FDA drug approval.

Section 3.25    PRIVACY AND INFORMATION SECURITY. Each ▇▇▇▇▇▇ Entity is, and for the past two (2) years has been, in material compliance with (a) all Privacy and Information Security Requirements, (b) its internal and external privacy policies and notices and (c) all Contracts relating to the Processing of Personal Data. No ▇▇▇▇▇▇ Entity nor, to ▇▇▇▇▇▇’▇ Knowledge, any other Person, has received any written notice, allegation, complaint or other communication, and there is no pending investigation by any Governmental Authority or payment card association regarding any actual or possible violation of any Privacy and Information Security Requirement by or with respect to any ▇▇▇▇▇▇ Entity. To the Knowledge of ▇▇▇▇▇▇, no ▇▇▇▇▇▇ Entity has suffered a security breach with respect to any of the ▇▇▇▇▇▇ Data and there has been no unauthorized or illegal use of or access to any ▇▇▇▇▇▇ Data. No ▇▇▇▇▇▇ Entity has notified, nor (to the Knowledge of ▇▇▇▇▇▇) has been required to notify, any Person of any information security breach involving Personal Data. Each ▇▇▇▇▇▇ Entity employs commercially reasonable security measures that materially comply with all Privacy and Information Security Requirements to protect ▇▇▇▇▇▇ Data within its custody or control and requires the same of all vendors that Process ▇▇▇▇▇▇ Data on its behalf. The execution, delivery, performance and consummation of the transactions contemplated hereunder comply with each ▇▇▇▇▇▇ Entity’s applicable Privacy and Information Security Requirements.

Section 3.26    ANTI-CORRUPTION; IMPROPER PAYMENTS. None of the ▇▇▇▇▇▇ Entities, or, to the Knowledge of ▇▇▇▇▇▇, any ▇▇▇▇▇▇ Shareholder, any officer, director, agent, manager, employee, or any other Person authorized to act on behalf of any of the ▇▇▇▇▇▇ Entities or any ▇▇▇▇▇▇ Shareholder, has, directly or indirectly, taken any act that would cause any ▇▇▇▇▇▇ Entity or any ▇▇▇▇▇▇ Shareholder to be in material

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violation of Improper Payment Laws, including any act in furtherance of an offer, payment, promise to pay, authorization, or ratification of payment, directly or indirectly, of any money or anything of value (including any gift, sample, rebate, travel, meal and lodging expense, entertainment, service, equipment, debt forgiveness, donation, grant or other thing of value, however characterized) to any Government Official or any Person to secure any improper advantage or to obtain or retain business. Each ▇▇▇▇▇▇ Entity complies, and (to the Knowledge of ▇▇▇▇▇▇) has at all times complied, with all Improper Payment Laws. Without limiting the generality of the foregoing, none of the ▇▇▇▇▇▇ Entities or any ▇▇▇▇▇▇ Shareholder has violated or is in violation in any material respect of the U.S. Anti-Kickback Statute (42 U.S.C. Section 1302a-7(b)), the Federal False Claims Act (31 U.S.C. Sections 3729, et seq.) or any related or similar Law. None of the ▇▇▇▇▇▇ Entities, or, to the Knowledge of ▇▇▇▇▇▇, any ▇▇▇▇▇▇ Shareholder, or any of their respective Affiliates or Persons acting on their behalf has received any written notice or communication from any Person that alleges the potential violation of any Improper Payment Laws or other applicable Law, nor have received a written request for information from any Governmental Authority regarding Improper Payment Laws. None of the ▇▇▇▇▇▇ Entities or, to the Knowledge of ▇▇▇▇▇▇, any ▇▇▇▇▇▇ Shareholder or any officer, director, manager, employee, attorney, accountant, consultant, financial advisor or other agent of any ▇▇▇▇▇▇ Entity or any ▇▇▇▇▇▇ Shareholder, has employed or retained, directly or indirectly, a Government Official or a family member of a Government Official. No Government Official has, directly or indirectly, the right of control over, or any beneficial interest in any ▇▇▇▇▇▇ Entity.

Section 3.27    BROKERS OR FINDERS. None of the ▇▇▇▇▇▇ Shareholders, the ▇▇▇▇▇▇ Entities or any of their respective Affiliates has retained any broker or finder, or agreed to pay or made any statement or representation to any Person that would entitle such Person to, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

Section 3.28    PROSPECTUS DISCLOSURE. None of the information related to the ▇▇▇▇▇▇ Entities that ▇▇▇▇▇▇ has provided as of the Agreement Date, or subsequently provides, to Subversive for inclusion in the Prospectus, or that have been and will be included in any information statement or proxy statement relating to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Shareholder Approval will, at the date delivered to the ▇▇▇▇▇▇ Shareholders and at the date of such meeting or consent, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein or therein not misleading.

Section 3.29    NO OTHER REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties contained in this Article III, none of the ▇▇▇▇▇▇ Shareholders, the ▇▇▇▇▇▇ Entities or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the ▇▇▇▇▇▇ Shareholders or any ▇▇▇▇▇▇ Entity, including any representation or warranty as to the accuracy or completeness of any information regarding the ▇▇▇▇▇▇ Entities furnished or made available to Subversive and its Representatives or as to the future revenue, profitability or success of the ▇▇▇▇▇▇ Entities, or any representation or warranty arising from statute or otherwise in law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SUBVERSIVE AND MERGERSUB

Except as set forth in the corresponding sections or subsections of the Subversive Disclosure Schedules, each of Subversive and MergerSub hereby represents and warrants to ▇▇▇▇▇▇ as of the Agreement Date and as of the Closing Date as follows; provided, however, that notwithstanding anything to the contrary provided in this Agreement, all representations, warranties covenants and disclosures of Subversive in this Article IV are being made with exception to and not with respect to Federal Cannabis Laws:

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Section 4.01    ORGANIZATION AND QUALIFICATION; AUTHORIZATION.

(a)    Each of Subversive and MergerSub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each of Subversive and MergerSub is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein requires it to so qualify, except where the failure to be so qualified would not materially impact its business. Complete and correct copies of the Constating Documents of each of Subversive and MergerSub and all amendments thereto have been made available to ▇▇▇▇▇▇. Neither Subversive nor MergerSub is in violation of any of the provisions of its Constating Documents.

(b)    Each of Subversive and MergerSub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which each of Subversive and MergerSub is party, the performance by each of Subversive and MergerSub of its obligations hereunder and thereunder and the consummation by each of Subversive and MergerSub of the transactions contemplated hereby and thereby have been duly authorized and are not subject to any approval by Subversive stockholders. This Agreement has been, and the Transaction Documents to which each of Subversive and MergerSub is party will be, duly executed and delivered by each of Subversive and MergerSub, as applicable, and constitute the legal, valid and binding obligation of each of Subversive and MergerSub, as applicable, enforceable against it in accordance with their respective terms, except as enforcement may be limited by the Enforceability Limitations.

Section 4.02    NO CONFLICT. The execution, delivery and performance by each of Subversive and MergerSub of this Agreement and the Transaction Documents to which it is a party and the consummation by Subversive and MergerSub of the transactions contemplated hereby and thereby will not:

(a)    violate or conflict with any provision of the Constating Documents of Subversive and MergerSub;

(b)    violate, contravene or conflict with any resolution adopted by Subversive or Merger Sub’s equity holders and manager or board of directors or comparable governing body;

(c)    violate or conflict with any Law, Order or Governmental Authorization applicable to any of Subversive or MergerSub or their assets or business; or

(d)    violate, conflict with, result in a breach of the terms or conditions of, or default (with or without notice or lapse of time or both) under, or give rise to any right of notice, modification, acceleration, payment, suspension, withdrawal, cancellation or termination, or to the loss of any rights or benefits, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any Subversive Common Shares or the assets of Subversive or MergerSub under, any contract.

Section 4.03    CONSENTS AND APPROVALS. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person is required to be made or obtained by Subversive or MergerSub in connection with the authorization, execution, delivery and performance by Subversive or MergerSub of this Agreement or any Transaction Document, or the consummation of the transactions contemplated hereby and thereby.

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Section 4.04    LITIGATION. There is no Proceeding pending, or, to the Knowledge of Subversive, threatened against Subversive or any of its subsidiaries or any of their respective properties, rights or assets or, any of their respective officers, directors, partners, managers or members (in their capacities as such) that would reasonably be expected to result in a Material Adverse Effect. There is no Order binding against Subversive, any of its subsidiaries or any of their respective properties, rights or assets or any of their respective officers, directors, partners, managers or members (in their capacities as such) that would prohibit, prevent, enjoin, restrict or alter or delay any of the transactions contemplated by this Agreement, or that would reasonably be expected to result in a Material Adverse Effect.

Section 4.05    BROKERS OR FINDERS. Other than (i) the fees paid and payable to IPO Underwriter (which fees such IPO Underwriter may share with other agents or advisors for services provided in connection with the qualifying transaction in its discretion) in connection with the initial public offering of Subversive and in connection with the transactions contemplated herein, as disclosed in the Final IPO Prospectus, or (ii) to agents or advisors for services provided in connection with the qualifying transaction, as set forth on Schedule 4.05, none of Subversive or any Affiliate thereof has retained any broker or finder, made any statement or representation to any Person that would entitle such Person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.

Section 4.06    CAPITALIZATION. Section 4.06 of the Subversive Disclosure Schedules sets forth (i) the entire authorized Equity Securities of Subversive as of the Agreement Date, (ii) all of the outstanding Equity Securities of Subversive as of the Agreement Date, and (iii) the total number of Equity Securities and Derivatives (as defined below) to be issued and outstanding on a pro forma basis as of the Closing Date and after giving effect to the transactions contemplated by this Agreement, the LCV Transaction, the SC Transactions (assuming for this purpose that all shares of Subversive Class A Shares and Subversive Class B Shares either remain outstanding or are converted to Subversive Common Shares) and the PIPE Transaction. All of the outstanding Equity Securities of Subversive have been issued in accordance with the applicable security, and are duly authorized, validly issued and, as applicable, are fully paid and non- assessable. As of the Agreement Date, Subversive does not have (i) any outstanding Equity Securities or (ii) any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities (“Derivatives”), other than pursuant to this Agreement, the LCV Transaction, the SC Transactions and the PIPE Transaction. As of the Agreement Date, Subversive is not subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. As of the Agreement Date, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of Equity Securities or other securities of Subversive. Subversive has not violated any applicable federal or state securities Laws in connection with the offer, sale or issuance of any of its Equity Securities or any warrants, options or other rights to acquire its Equity Securities. No Equity Securities of Subversive are subject to, nor have been issued in violation of, pre-emptive or similar rights. As of the date of this Agreement, the authorized capital stock of MergerSub consists of 100 shares of common stock, par value $0.001 per share. As of the date of this Agreement, 100 shares of MergerSub common stock are issued and outstanding. All outstanding shares of MergerSub have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to pre-emptive rights and are held by Subversive free and clear of all liens. MergerSub does not have any outstanding agreements, options, warrants or rights to directly or indirectly subscribe for or purchase, or that directly or indirectly require it to issue, transfer or sell, its Equity Securities or any securities directly or indirectly convertible into or exchangeable for its Equity Securities.

Section 4.07    NO OTHER REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties contained in this Article IV, none of Subversive, MergerSub or any other

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Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Subversive or MergerSub, including any representation or warranty as to the accuracy or completeness of any information regarding Subversive or MergerSub furnished or made available to ▇▇▇▇▇▇ and its Representatives as to the future revenue, profitability or success of Subversive or MergerSub, or any representation or warranty arising from statute or otherwise in law.

Section 4.08    SHAREHOLDERS’ AND SIMILAR AGREEMENTS. There are no securities or other instruments or obligations of Subversive or MergerSub that carry the right to vote generally with the shareholders of Subversive or MergerSub on any matter. Neither Subversive nor MergerSub is a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Subversive or MergerSub or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Subversive or MergerSub and neither Subversive nor MergerSub has adopted a shareholder rights plan or any other similar plan or agreement.

Section 4.09    SUBSIDIARIES. Subversive does not have any Subsidiaries other than MergerSub and the merger sub established for the LCV Transaction.

Section 4.10    QUALIFYING TRANSACTION. The ▇▇▇▇▇▇ Transaction, together with the LCV Transaction, satisfy the requirements of section 10.16(15) of the Exchange Listing Manual.

Section 4.11    PROSPECTUS. At the time of its filing with the Exchange and the Subversive Securities Authorities, the Prospectus (i) will comply in all material respects with the requirements of the Securities Laws pursuant to which it will be prepared (subject to any exemption that may be granted by the Exchange or the Subversive Securities Authorities to be evidenced by the issuance of a receipt for the prospectus) and, as applicable, filed, and (ii) all the information and statements contained therein (except all information provide for inclusion by ▇▇▇▇▇▇ or LCV or their Affiliates, or their respective businesses or operations, for which Subversive makes no representations or warranties) will at the date of filing thereof be, true and correct, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to Subversive as required by applicable Securities Laws and no material fact or information will have been omitted from such disclosure (except information provided for inclusion by ▇▇▇▇▇▇ or LCV or their Affiliates or their respective businesses or operations, for which Subversive makes no representations or warranties) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are to be made.

Section 4.12    SECURITIES LAW MATTERS.

(a)    The Subversive Class A Shares are listed and posted for trading on the Exchange and Subversive is not in default of the rules, regulations or policies of the Exchange in any material respect. Neither Subversive nor MergerSub is in breach of Securities Laws in any material respect. Neither Subversive nor MergerSub is subject to continuous or periodic, or other disclosure requirements under any Securities Laws in any jurisdiction other than the provinces and territories of Canada. No delisting, suspension of trading in or cease trade or other order or restriction with respect to any securities of Subversive or MergerSub and, no inquiry or investigation (formal or informal) of any Securities Authority, other Governmental Authority or the Exchange, is pending, in effect or ongoing or, to the Knowledge of Subversive, has been threatened or is expected to be implemented or undertaken, with regard to either Subversive or MergerSub on their respective securities and to its Knowledge, neither Subversive nor MergerSub is subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction.

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(b)    Subversive is a “reporting issuer” or the equivalent thereof in the each of the provinces and territories of Canada (other than Quebec) and not in default under applicable Securities Laws, and Subversive has complied in all material respects with applicable Securities Laws. Subversive has not taken any action to cease to be a reporting issuer in any province or territory nor has Subversive received notification from any Securities Authority seeking to revoke the reporting issuer status of Subversive. MergerSub is not a reporting issuer (or its equivalent) in any jurisdiction.

(c)    Subversive has timely filed or furnished all filings required to be filed or furnished by Subversive with any Governmental Authority (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of National Instrument 51-102 – Continuous Disclosure Obligations), as modified by the exemptive relief granted by the Securities Authorities in the Final IPO Prospectus. Each of such filing has complied as filed with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any misrepresentation.

(d)    Subversive has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings filed to or furnished with, as applicable, any Securities Authority other than an exemptive relief application regarding financial statements to be included in the Prospectus. There are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of filings by Subversive and, to Subversive’s Knowledge, none of Subversive, MergerSub or any filing by Subversive is the subject of an ongoing audit, review, comment or investigation by any Securities Authority or other Governmental Authority.

(e)    The issuance of the Subversive Shares in satisfaction of the Transaction Consideration is exempt from the prospectus and registration requirements of the Securities Laws and such Subversive Shares (assuming the holder is not, and does not become, a “control person” of Subversive) will not be subject to any statutory hold period or other restriction on transfer, other than any contractual agreements entered with respect to such Subversive Shares.

(f)    Based in part on the accuracy of the representations and warranties of holders of ▇▇▇▇▇▇ Shares and holders of ▇▇▇▇▇▇ Options, Subversive intends to issue the Subversive Common Shares and the Rollover Options in connection with the ▇▇▇▇▇▇ Transaction, in reliance on the exemptions from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 701 thereunder.

Section 4.13    FINANCIAL STATEMENTS.

(a)    The audited financial statements of Subversive for the period from June 17, 2019 (date of incorporation) through December 31, 2019, (including the notes thereto and the auditor’s report thereon) (the “Subversive Financial Statements”) were, and any financial statements to be included or incorporated by reference in the Prospectus will be, prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto and in the related report of Subversive’s independent auditors, as the case may be) and fairly present or will fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Subversive as of the date thereof and for the period indicated therein.

(a)    Subversive does not intend to correct or restate, nor to the Knowledge of Subversive, is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to herein. The selected financial data and the summary financial information included in any filing by Subversive present fairly the information shown in such filing and have been compiled on a basis consistent with that of the Subversive Financial Statements. The other financial and operational information included in any filings by Subversive presents fairly the information included in such filings.

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(b)    There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Subversive with unconsolidated entities or other Persons.

Section 4.14    INTENTIONALLY OMITTED.

Section 4.15 AUDITORS. The auditors of Subversive are independent public accountants as required by applicable Laws and there is not now, and never has been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of Subversive.

Section 4.16 NON-ARMS’ LENGTH TRANSACTIONS. Subversive is not indebted to any director, officer or employee of any of Subversive, Sponsor or any of their respective Affiliates or Associates (except for amounts due in the Ordinary Course as salaries, bonuses and directors’ fees or the reimbursement of Ordinary Course expenses). Except as disclosed in filings by Subversive, Subversive has no Contracts with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, anyone, including, without limitation Sponsor, or any of their respective Affiliates.

Section 4.17    ANTI-CORRUPTION; IMPROPER PAYMENTS.

(a)    None of Subversive, or, to the Knowledge of Subversive, any director, officer, agent, employee, Affiliate or other Person acting on behalf of Subversive is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the bribery provisions of the Criminal Code (Canada), the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, each as it may be amended, or similar Law of any other relevant jurisdiction; and Subversive has instituted and maintains policies and procedures to ensure compliance therewith. No part of the proceeds of any offering of the securities of Subversive has been or will be used, directly or indirectly, in violation of the bribery provisions of the Criminal Code (Canada), the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act of 1977 or the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, each as it may be amended, or similar Law of any other relevant jurisdiction. The operations of Subversive are and have been conducted at all times in compliance with laws related to money laundering and no action, suit or proceeding by or before any Governmental Authority involving Subversive with respect to the Laws relate to money laundering is pending or, to the Knowledge of Subversive, threatened.

(b)    Neither Subversive nor, to the Knowledge of Subversive, any director, officer, agent, employee or Affiliate of Subversive (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any Sanctions, (ii) is located, organized or resident in a Sanctioned Country or (iii) will, directly or indirectly, use the proceeds of any offering of securities of Subversive, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).

(c)    Subversive has not engaged in any dealings or transactions with or for the benefit of a Sanctions Target in the preceding three years, nor does Subversive have any plans to engage in dealings or transactions with or for the benefit of a Sanctions Target.

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Section 4.18    TAXES.

(a)    Subversive has timely and properly filed all income and other material Tax Returns required to be filed by it, taking into account any extension of time to file granted to or obtained by Subversive. All such Tax Returns are accurate and complete in all material respects. Subversive has timely and properly paid all material Taxes required to be paid by Subversive.

(b)    All Tax deficiencies that have been claimed, proposed, or asserted in writing by any Governmental Authority against Subversive have been fully paid or finally settled.

(c)    No Tax audits or administrative or judicial Tax Proceedings are being conducted or are pending with respect to Subversive. Subversive has not received from any Governmental Authority any (i) written notice indicating an intent to open an audit, examination or other review with respect to Taxes, (ii) written request for information related to Tax matters, or (iii) written notice of deficiency or proposed adjustment for any amount of Tax, in each case for a Tax period that remains open. Subversive has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that, in either case, remains in effect.

(d)    No claim has ever been made by an authority in a jurisdiction where Subversive does not file Tax Returns that Subversive may be subject to taxation by that jurisdiction.

(e)    There are no Liens (other than Permitted Liens) on any of the assets of Subversive that arose in connection with any failure, delay (or alleged failure or delay) to pay any Tax.

(f)    As of immediately prior to the Closing Date, Subversive shall be properly classified as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. Subversive is not, and immediately following the Closing will not be, a “controlled foreign corporation” as defined in Section 957 of the Code. Subversive is not or nor has it been (or has any interest in) a “passive foreign investment company” (within the meaning of Section 1297 of the Code).

(g) Neither Subversive nor MergerSub owns, or has owned, any shares of stock of ▇▇▇▇▇▇.

(h)    Subversive has no plan or intention to liquidate ▇▇▇▇▇▇ or dispose of any of its stock or to cause ▇▇▇▇▇▇ to sell or otherwise dispose of its assets other than in the ordinary course of business. After the ▇▇▇▇▇▇ Transaction, Subversive will cause the business of ▇▇▇▇▇▇ to continue to be carried on by it as a subsidiary of Subversive.

(i)    The Subversive Common Shares to be received by the ▇▇▇▇▇▇ Shareholders pursuant to the ▇▇▇▇▇▇ Transaction are properly classified as “voting stock” (as such term is defined in Section 368 of the Code and the Treasury Regulations thereunder).

(j)    Assuming compliance by ▇▇▇▇▇▇ with its obligations under Section 2.07, Subversive, after consultation with its tax and accounting advisors, is not aware of the existence of any fact, or any action it or they have taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the ▇▇▇▇▇▇ Transaction from qualifying for the Intended Tax Treatment. Subversive has not received notice or advice from its tax or accounting advisors that would reasonably be expected to prevent or impede the ▇▇▇▇▇▇ Transaction from qualifying for the Intended Tax Treatment.

(k)    Substantially all of Subversive’s assets consist of “foreign group nonqualified property” as described in Treasury Regulations Section 1.7874-7(e) and substantially all of the value of Subversive’s capital stock is attributable to such property.

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(l)    Neither Subversive nor any related person (within the meaning of Treasury Regulations Section 1.368-1(e)(3), (e)(4), or (e)(5)) has or will have at the Effective Time any plan or intention to (i) make any distribution to ▇▇▇▇▇▇ Shareholders other than regular dividend distributions made in the ordinary course of business to all holders of Subversive Common Shares, (ii) redeem or acquire any Subversive Common Shares issued pursuant to this Agreement, or (iii) engage in any transaction that would cause Subversive to lose “control” of ▇▇▇▇▇▇ within the meaning of Section 368(c) of the Code.

(m)    Immediately following the ▇▇▇▇▇▇ Transaction, Subversive will own all of the stock of ▇▇▇▇▇▇ and will be in control of ▇▇▇▇▇▇ within the meaning of Section 368(c).

Section 4.19 NO PRIOR OPERATIONS OF MERGERSUB. MergerSub was formed solely for purposes of engaging in the ▇▇▇▇▇▇ Transaction and has not engaged in any business activities or conducted any operations or incurred any obligation or liability, other than those incident to its existence or as contemplated by this Agreement. MergerSub is directly wholly owned by Subversive, which is in “control” of MergerSub within the meaning of Section 368(c) of the Code.

Section 4.20 LCV TRANSACTION AND SC TRANSACTION. Subversive has provided ▇▇▇▇▇▇ with a true and correct executed copy of the LCV Agreement and the SC Transaction Agreements, and any ancillary documents executed in connection therewith.

ARTICLE V

INTERIM PERIOD COVENANTS

Section 5.01    CONDUCT OF BUSINESS.

(a)    During the period commencing on the Agreement Date and ending on the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with its terms (such period, the “Interim Period”), except as required by applicable Law, consented to in writing in advance by Subversive (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise expressly contemplated by this Agreement, ▇▇▇▇▇▇ shall, and shall cause the other ▇▇▇▇▇▇ Entities to, (A) conduct the ▇▇▇▇▇▇ Business in the Ordinary Course, (B) use all commercially reasonable efforts to preserve intact its current business organization and assets, (C) use all commercially reasonable efforts to keep available the services of its current Service Providers, (D) use all commercially reasonable efforts to maintain its existing relationships with customers, suppliers, distributors and other Persons having material business dealings with the ▇▇▇▇▇▇ Entities, (E) pay all Indebtedness, Taxes and other obligations when due and (F) use all commercially reasonable efforts to keep and maintain their assets and properties in good repair and normal operating condition, ordinary wear and tear excepted; provided, however, that, (G) notwithstanding anything herein to the contrary, ▇▇▇▇▇▇ may take (or refrain from taking) all such actions as it determines are necessary or advisable in light of the then-current operating conditions and developments as a result of the COVID-19 outbreak, including actions taken, required or recommended by Governmental Authorities to be taken (or refrained from being taken) in response thereto.

(b)    Without limiting the generality of the foregoing, except as (A) required by applicable Law, consented to in writing in advance by Subversive (such consent not to be unreasonably withheld, conditioned or delayed), (B) contemplated in Section 5.01(a)(G) above, or (C) otherwise contemplated by this Agreement, ▇▇▇▇▇▇ shall not, and shall not permit any other ▇▇▇▇▇▇ Entity to, directly or indirectly, do any of the following:

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Nothing herein shall require ▇▇▇▇▇▇ to obtain consent from Subversive to do any of the foregoing if obtaining such consent might reasonably be expected to violate applicable Law, and nothing contained in this Section 5.01 shall give to Subversive, directly or indirectly, the right to control or direct the ordinary course of business operations of ▇▇▇▇▇▇ prior to Closing. Prior to Closing, each of Subversive and ▇▇▇▇▇▇ shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations

Section 5.02     CONDUCT OF BUSINESS OF SUBVERSIVE.

(a)    During the Interim Period, except as required by applicable Law or as consented to in writing in advance by ▇▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise contemplated, permitted or required by this Agreement, Subversive shall carry on its business in all material respects in the Ordinary Course and use all commercially reasonable efforts to preserve intact its current business organization.

(b)    Notwithstanding Section 5.02(a), during the Interim Period, except as required by applicable Law or as consented to in writing in advance by ▇▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or delayed), or as otherwise contemplated, permitted or required by this Agreement, Subversive shall not, directly or indirectly, do any of the following (it being understood that no action with respect to subject matters specifically addressed by this Section 5.02(b) shall be deemed a breach of Section 5.02(a)):

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Section 5.03    ACCESS. During the Interim Period:

(a)    Except to the extent prohibited by applicable Law, ▇▇▇▇▇▇ shall, and shall cause each other ▇▇▇▇▇▇ Entity to, (i) afford to Subversive and its Representatives, reasonable access, during normal business hours and upon reasonable prior notice to ▇▇▇▇▇▇, to all of the assets, properties, personnel, Contracts, books and records of the ▇▇▇▇▇▇ Entities as Subversive may from time to time reasonably request, and (ii) furnish Subversive with such information relating to the ▇▇▇▇▇▇ Entities as Subversive may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the ▇▇▇▇▇▇ Entities.

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(b)    Upon the Subversive’s request, Subversive and its Representative shall be provided with reasonable access to suppliers and distributors of the ▇▇▇▇▇▇ Entities, provided that such access shall require the prior written consent of ▇▇▇▇▇▇ (not to be unreasonably withheld, conditioned or delayed) and a Representative of ▇▇▇▇▇▇ shall be entitled to participate in any discussions.

(c)    ▇▇▇▇▇▇ shall report to Subversive, as and when reasonably requested, concerning the status of the operations, finances and affairs of the ▇▇▇▇▇▇ Entities and deliver to Subversive periodic financial reports in the form that it customarily prepares for its internal purposes.

(d)    The Parties acknowledge that all information provided by or on behalf of the ▇▇▇▇▇▇ Entities or any of their Representatives in connection with this Agreement to Subversive or any of its Representatives shall be subject to the terms of the Confidentiality Agreement, by and among ▇▇▇▇▇▇, Subversive, LCV and the other parties thereto, dated as of September 5, 2020 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the Effective Time and shall thereafter be terminated and of no further force and effect. If for any reason this Agreement is terminated prior to the Effective Time, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

Section 5.04    NOTIFICATION OF CERTAIN MATTERS. During the Interim Period:

(a)    Each party shall give prompt written notice to the other of any of the following Events that arise during the Interim Period: (i) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect with respect to such notifying party, (ii) any Event that would result in the nonfulfillment of any of the conditions to the other party’s obligations hereunder, or (iii) any Proceeding pending or, to the knowledge of the notifying party, threatened against a Party or the Parties relating to the transactions contemplated by this Agreement.

(b)    Notwithstanding anything to the contrary contained herein, no notice delivered pursuant to Section 5.04(a), shall be deemed to cure any breach of any representation, warranty, covenant or agreement of any party contained in this Agreement or have any effect for any purposes under this Agreement, including the satisfaction of the conditions set forth in this Agreement under Article 6 or any right of a party to terminate this Agreement under Article 7.

(c)    Without limiting the generality of Section 5.04(a), during the Interim Period, Subversive shall give ▇▇▇▇▇▇ prompt notice of the occurrence or non-occurrence of any Event or any fact or circumstance that is reasonably likely to result in (x) Subversive failing to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code immediately prior to, and as of, the Closing, (y) the ▇▇▇▇▇▇ Transaction failing to qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code for U.S. federal income Tax purposes (and corresponding foreign, state and local Tax purposes), or (z) adverse tax consequences to ▇▇▇▇▇▇ or the ▇▇▇▇▇▇ Shareholders under Section 367 of the Code as a result of the ▇▇▇▇▇▇ Transaction (any such event described in clauses (x), (y) or (z), an “Adverse Tax Consequence”).

Section 5.05 LCV TRANSACTION AND SC TRANSACTIONS. During the Interim Period, Subversive shall (a) notify ▇▇▇▇▇▇ promptly of any material developments with respect to the LCV Transaction or the SC Transactions, (b) not enter into any amendments or waivers of the LCV Transaction Agreement or the SC Transaction Agreements without ▇▇▇▇▇▇’▇ prior written consent (not to be unreasonably withheld other than in the case of (vii) below, which may be withheld in its sole discretion) that would (i) increase the consideration (including contingent consideration) payable under the LCV Transaction or the SC Transactions, (ii) increase the cash portion of the consideration (including contingent consideration) payable under the LCV Transaction or the SC Transactions, (iii) require the issuance any

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Indebtedness or equity securities consideration (including contingent consideration), other than in Subversive Common Shares, pursuant to the LCV Transaction or the SC Transactions, (iv) require the entering into of any employment agreements or commitment to pay any compensation to any directors, officers, employees or Affiliates of LCV or any of the Persons involved in the SC Transactions not contemplated under the LCV Transaction Agreement or the SC Transaction Agreements, (v) permit LCV or its Subsidiaries to acquire any business or incur any Indebtedness for borrowed money, in each case beyond what is permitted under the LCV Transaction Agreement or the SC Transaction Agreements, (vi) grant or seek to grant to any Person the right to nominate or appoint directors to the Subversive Board (other than as expressly contemplated under the Nomination Agreement), (vii) cause the ▇▇▇▇▇▇ Transaction to not be reported or be reportable consistent with the Intended Tax Treatment, or (viii) would adversely affect or diminish the rights of ▇▇▇▇▇▇ or its stockholders, and (c) provide a true, correct and complete copy of the LCV Transaction Agreement and each of the or the SC Transaction Agreements, including all exhibits, schedules, amendments, modifications or supplements thereto.

Section 5.06    NON-SOLICITATION- ▇▇▇▇▇▇.

(a)    During the Interim Period, ▇▇▇▇▇▇ shall, and shall cause the other ▇▇▇▇▇▇ Entities and shall use all commercially reasonable efforts to cause its and their respective Affiliates and Representatives, not to, directly or indirectly:

(b)    ▇▇▇▇▇▇ shall, shall cause the other ▇▇▇▇▇▇ Entities and shall use all commercially reasonable efforts to cause its and their respective Affiliates and Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the Agreement Date with any Person (other than Subversive) with respect to any inquiry, proposal or offer that constitutes an Acquisition Proposal of ▇▇▇▇▇▇, and in connection with such termination shall:

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(c)    ▇▇▇▇▇▇ represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which any ▇▇▇▇▇▇ Entity is a party, except to permit submissions of expressions of interest prior to the Agreement Date, and covenants and agrees that (i) the ▇▇▇▇▇▇ Entities shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which any ▇▇▇▇▇▇ Entity is a party, and (ii) no ▇▇▇▇▇▇ Entity or, to ▇▇▇▇▇▇’▇ Knowledge, any of their respective Representatives have released or will, without the prior written consent of Subversive (which may be withheld or delayed in Subversive’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting any ▇▇▇▇▇▇ Entity, under any confidentiality, standstill or similar agreement or restriction to which any ▇▇▇▇▇▇ Entity is a party.

Section 5.07    NON-SOLICITATION - SUBVERSIVE.

(a)    During the Interim Period, Subversive shall not and shall cause its Subsidiaries not to, and shall use commercially reasonable efforts to cause its and their respective Affiliates and Representatives not to, directly or indirectly:

(b)    Subversive shall, and shall use reasonable commercial efforts to cause Subversive’s Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations or other activities commenced prior to the Agreement Date with any Person (other than ▇▇▇▇▇▇) with respect to any inquiry, proposal or offer that constitutes an QT Proposal for Subversive, and in connection with such termination shall:

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Section 5.08    EFFORTS TO CLOSE; CONSENTS AND APPROVALS.

(a)    During the Interim Period, each of the Parties shall, and ▇▇▇▇▇▇ shall cause the other ▇▇▇▇▇▇ Entities to, cooperate with the other Party and use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, and to assist the other Party in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the ▇▇▇▇▇▇ Transaction and the other transactions contemplated by this Agreement and the LCV Transaction and other transactions contemplated by the LCV Transaction Agreement, including: (i) taking all actions necessary to cause (A) in the case of ▇▇▇▇▇▇, the conditions to effect the ▇▇▇▇▇▇ Transaction set forth in Section 6.01 and Section 6.02 to be satisfied, or (B) in the case of Subversive, the conditions to effect the ▇▇▇▇▇▇ Transaction set forth in Section 6.01 and Section 6.03 to be satisfied, in each case, as promptly as practicable; (ii) obtaining all Orders or Governmental Authorizations of any Governmental Authority, making all registrations, declarations and filings with, and providing all necessary notices to, any Governmental Authority as are necessary for the consummation of the ▇▇▇▇▇▇ Transaction and the other transactions contemplated by this Agreement, including, for the avoidance of doubt, all notices necessary to preserve the Cannabis Licenses; (iii)    obtaining from any other Person all consents, approvals, authorizations, qualifications and Orders as are necessary for the consummation of the ▇▇▇▇▇▇ Transaction and the other transactions contemplated by this Agreement, (iii) executing and delivering any additional instruments necessary to consummate the ▇▇▇▇▇▇ Transaction and the other transactions contemplated by this Agreement; and (iv) defending and contesting any Proceeding that would otherwise prevent or materially impede, interfere with, hinder or delay the consummation of the ▇▇▇▇▇▇ Transaction and the other transactions contemplated by this Agreement.

(b)    Each of the Parties shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing, submission or written communication with a Governmental Authority in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated by this Agreement, including any Proceeding initiated by a private Person, and allow the other Party to review in advance and consider in good faith the views of the other Party with respect to such filing, submission, or written communication, (ii) keep the other Party informed in all material respects and on a reasonably timely basis of any material communication received by such Party from any Governmental Authority and of any material communication received or given in connection with any Proceeding by a private Person, in each case regarding any of the transactions contemplated by this Agreement, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other Party with respect to information relating to the other Party and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with the transactions contemplated by this Agreement, and (iv) to the extent permitted by any applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences.

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(c)    If required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the HSR Act has not been filed prior to the Agreement Date, each Party agrees to make, or cause its Affiliates to make, as applicable, an appropriate filing of a Pre-Merger Notification and Report Form with respect to the transactions contemplated by this Agreement within five (5)    Business Days after the Agreement Date, to request early termination of the applicable waiting period and to respond promptly to any request for additional information and documentary material pursuant to the HSR Act by any Governmental Authority. Each of ▇▇▇▇▇▇ and Subversive shall consult and cooperate with one another in connection with the preparation of their respective filings, and consider in good faith the views of the other party. The Parties will not take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required approvals and shall promptly respond to any reasonable requests for additional information from any Governmental Authority or other third party in respect thereof. ▇▇▇▇▇▇ shall pay all filing fees in connection with any such filings that must be made by any of the Parties under the HSR Act. Each of ▇▇▇▇▇▇ and Subversive hereby covenants and agrees to use their respective commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the ▇▇▇▇▇▇ Transaction and the other transactions contemplated hereby. Each Party will use its commercially reasonable efforts (which shall not include litigation) to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under the HSR Act.

Section 5.09    THE PROSPECTUS.

(a)    Subversive shall, in consultation with ▇▇▇▇▇▇ and its advisors, as promptly as reasonably practicable, prepare and file the Prospectus with the Exchange and the Subversive Securities Authorities, in accordance with the Exchange Listing Manual (pertaining to SPACs) as reflected in the Final IPO Prospectus. ▇▇▇▇▇▇ shall, and shall cause each other ▇▇▇▇▇▇ Entity to, provide to Subversive: (a) in writing all necessary information concerning any ▇▇▇▇▇▇ Entity that is required by Law to be included in the Prospectus (including the ▇▇▇▇▇▇ Prospectus Financial Statements); and (b) such assistance as may be reasonably required in connection with the preparation of the Prospectus. Subversive agrees that all information relating to any Caliva Entity in the Prospectus, including the financial statements referred to in Section 5.09(b), must be in a form and content satisfactory to Caliva, acting reasonably.

(b)    Caliva shall provide Subversive and its auditor access to and the opportunity to review all financial statements and financial information of Caliva that is required in connection with the preparation of the Prospectus (including the Caliva Prospectus Financial Statements). Caliva hereby: (i) consents to the inclusion of any such financial statements in the Prospectus, and (ii) agrees to use all commercially reasonable efforts to provide appropriate signatures where required and to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in the Prospectus. Caliva further agrees to provide such financial information and assistance as may be reasonably required in connection with any pre-filing or exemptive relief application in respect of disclosure in the Prospectus and in connection with the preparation of any pro-forma financial statements for inclusion in the Prospectus. Caliva will certify to Subversive that all information and statements provided by Caliva related to the Caliva Entities for inclusion in the preliminary Prospectus, the final Prospectus and the redemption deadline for the Subversive Class A Shares, will be at the date the information and statements are provided, and will be at the proposed date of filing of the preliminary and final Prospectus, true and correct, contain no misrepresentation and constitute full, true and plain disclosure

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of all material facts relating to the Caliva Entities as required by Securities Laws and no material fact or information will have been omitted from such disclosure which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they are made

(c)    The Parties shall cooperate with one another in connection with the preparation and filing of the Prospectus and shall use their commercially reasonable efforts to obtain the approval of the Exchange and a receipt for Subversive’s final Prospectus from the Subversive Securities Authorities, including providing or submitting on a timely basis all documentation and information that is reasonably required or advisable in connection with obtaining such approvals. Upon the reasonable request of Subversive, Caliva shall cause its directors and executive officers who are required or requested by a Governmental Authority to deliver personal information forms under the rules of the Exchange and/or Securities Laws to complete and deliver such forms in a timely manner.

(d)    The Parties shall jointly seek to ensure that the Prospectus complies in all material respects with applicable Law, does not contain any misrepresentation (except that Subversive shall not be responsible for any information or financial statements relating to the Caliva Entities that was approved for inclusion therein by Caliva, acting reasonably, and except that Caliva shall not be responsible for any information or financial statements relating to LCV or Subversive that was approved for inclusion therein by Subversive or LCV, acting reasonably), and is in a form satisfactory to the Exchange and to the Subversive Securities Authorities in order to obtain a receipt from the Subversive Securities Authorities in respect thereof.

(e)    Subversive shall give Caliva and its auditors and legal counsel a reasonable prior opportunity to review and comment on drafts of the Prospectus and other related documents, and shall give reasonable consideration to any comments made by Caliva and its auditors and legal counsel and agrees that all information relating to Caliva included in the Prospectus must be in a form and content satisfactory to Caliva, acting reasonably, and shall, subject to obtaining Exchange clearance and receipt of Subversive’s final Prospectus from the Subversive Securities Authorities, cause the Prospectus to be filed on SEDAR (and sent to each Subversive Shareholder) as required by applicable Law.

Section 5.10 CALIVA SHAREHOLDER APPROVAL. Immediately following the execution and delivery of this Agreement, Caliva shall solicit and obtain approval and adoption of the Caliva Transaction by the Caliva Shareholder Approval. Promptly following, but in no event later than the earlier of the fifth (5th) Business Day following the approval and adoption of the Caliva Transaction by the Caliva Shareholder Approval, Caliva shall deliver to each Caliva Shareholder that did not approve the Caliva Transaction, the notices and information required by the DGCL (including a copy of Section 262 of the DGCL), together with any other information, documents and notices required by the DGCL or any other applicable Laws or by the Caliva Constating Documents (all such notices, documents and information being referred to collectively as the “Caliva Shareholder Materials”). Caliva shall afford Subversive the opportunity to review and comment upon the Caliva Shareholder Materials prior to them being delivered to such Caliva Shareholders and the Caliva Shareholder Materials shall be reasonably satisfactory in form and substance to Subversive.

Section 5.11 PUBLIC ANNOUNCEMENTS. The Parties shall publicly announce the transactions contemplated hereby promptly following the Agreement Date, the text and timing of such announcement to be approved by each Party in advance, acting reasonably. No Party shall otherwise issue any press release or otherwise make any public announcement with respect to this Agreement or the Caliva Transaction or the LCV Transaction without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing pursuant applicable Law or stock

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exchange rules, and the Party making such disclosure or filing shall use commercially reasonable efforts to give prior written notice to the other Party and a reasonable opportunity to review or comment on such disclosure or filing, and if such prior notice is not possible, to give such notice as promptly as practicable following the making of such disclosure or filing.

Section 5.12    SHAREHOLDER LOANS; TERMINATION OF RELATED PARTY TRANSACTIONS.

At or prior to the Closing, subject to payment on or prior to Closing of all Indebtedness represented thereby, the Related Party Transactions set forth on Section 5.12 of the Caliva Disclosure Schedule shall be terminated and shall not result in any further obligations (other than the repayment in full of all Indebtedness owed thereunder) of Caliva or its Affiliates from and after the Closing.

Section 5.13 FINANCING COOPERATION. Caliva shall provide, shall cause each of the other Caliva Entities and shall use commercially reasonable efforts to cause its and their Service Providers and other Representatives to provide, all cooperation reasonably requested by Subversive in connection with the arrangement of any private placement debt or equity financing, including by (a) participating in meetings, due diligence sessions, ratings agency presentations and road shows, (b) preparing bank books, offering memoranda and similar informational and marketing documents, (c) furnishing Subversive and its financing sources as promptly as reasonably practicable with financial and other pertinent information regarding the Caliva Entities as may be reasonably requested by Subversive or its financing sources, including information related to the Caliva Entities required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act,

(d)    furnishing Subversive and its financing sources with unaudited financial statements, pro forma financial statements and other information for inclusion with the documentation described in the preceding clause (b), (e) executing and delivering financing agreements and such pledge and security and related documents on behalf of the Caliva Entities as may be reasonably requested by Subversive or its financing sources, (f) using commercially reasonable efforts to cause the assets of the Caliva Entities to be released from any Liens securing Indebtedness as may be reasonably requested by Subversive and its financing sources and furnishing Subversive and its financing sources with evidence of such release in a form reasonably satisfactory to Subversive and its financing sources, and (g) using commercially reasonable efforts to obtain surveys, landlord estoppel letters and similar items as may be reasonably requested by Subversive or its financing sources.

Section 5.14 SUBVERSIVE BOARD OF DIRECTORS. Subversive shall take all necessary actions such that as of the Effective Time, the Subversive Board shall be comprised of seven (7) directors, who shall be the Persons set forth on Exhibit E attached hereto, unless otherwise mutually agreed by the Parties.

Section 5.15    DIRECTOR AND OFFICER INDEMNIFICATION.

(a)    For a period of six years following the Closing, Subversive shall cause the Surviving Company to maintain in effect in the Surviving Company’s organizational documents the provisions regarding limitation of liability and indemnification of current or former directors, officers and employees of Caliva (the “Caliva Indemnified Parties”), and the advancement of expenses incurred contained in the Caliva Constating Documents, as applicable, immediately prior to the Closing and shall honor and fulfill to the fullest extent permitted by applicable Law such limitation of liability and indemnification obligations. Subsequent to the Closing, Subversive also agrees to cause the Surviving Company to indemnify and advance expenses to the Caliva Indemnified Parties to the same extent as provided in the preceding sentence.

(b)    On or prior to the Closing, Caliva shall acquire a run off (i.e., “tail”) policy or endorsement with respect to the current policy of directors’ and officers’ liability insurance covering claims asserted within six years after the Closing arising from facts or events that occurred at or before the Closing

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(including consummation of the transactions contemplated by this Agreement) (the cost thereof, the “D&O Premium”). Such policies or endorsements shall name as insureds thereunder all present and former directors and officers of Caliva and the Surviving Company.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01    CONDITIONS TO EACH PARTY’S OBLIGATIONS. The respective obligations of each Party to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by the Party entitled to the benefit thereof, to the extent permitted by applicable Law) at or prior to the Closing Date of the following conditions:

(a)    Caliva Resolution. The Caliva Transaction shall have been approved and adopted by Caliva Shareholder Approval.

(b)    Exchange Approval. The approval of the Exchange shall have been obtained by Subversive to enable the Caliva Transaction and the LCV Transaction to qualify as Subversive’s Qualifying Transaction and of the listing of the Subversive Common Shares on the Exchange after the Closing Date.

(c)    Prospectus Receipt. A final receipt for the Prospectus shall have been issued by or on behalf of the Subversive Securities Authorities.

(d)    No Orders or Proceedings. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered, other than the Federal Cannabis Laws, any Law or Order (whether temporary, preliminary or permanent) that is in effect, and no Proceeding shall be pending or overtly threatened by or before any Governmental Authority, in each case, that makes illegal, enjoins or otherwise prohibits or restrains the consummation of the Caliva Transaction or the LCV Transaction.

(e)    Conversion of Subversive Class A and Subversive Class B Shares. On or prior to the Effective Time, all of the existing Subversive Class A Shares and Subversive Class B Shares outstanding immediately prior to the Closing shall have been converted into Subversive Common Shares in accordance with the Constating Documents of Subversive.

(f)    Contemporaneous Closing. Subversive shall have closed (or be prepared to close) the LCV Transaction in escrow, subject to the contemporaneous completion of the Caliva Transaction.

(g)    HSR Act. If applicable, the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

Section 6.02    CONDITIONS TO OBLIGATIONS OF SUBVERSIVE AND MERGERSUB. The obligations of Subversive and MergerSub to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by Subversive, to the extent permitted by applicable Law) at or prior to the Closing Date of the following additional conditions:

(a)    Representations and Warranties. The representations and warranties of Caliva (other than the Caliva Fundamental Representations) contained in this Agreement (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be

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so true and correct has not had a Material Adverse Effect. The Caliva Fundamental Representations shall be true and correct in all material respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date).

(b)    Performance of Obligations of Caliva. Caliva shall have performed or complied in all material respects with all of its obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date.

(c)    Certificate. Subversive shall have received a certificate executed by the chief executive officer or chief financial officer of Caliva, dated as of the Closing Date, certifying to the effect that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been duly satisfied.

(d)    No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect on the Caliva Entities shall have occurred.

(e)    Consents and Approvals. Caliva shall have received all consents and approvals set forth in Section 6.02(e) of the Caliva Disclosure Schedule on terms satisfactory to Subversive and Caliva, each acting reasonably.

(f)    US Tax Certifications. Subversive shall have received from Caliva (i) a duly completed and executed IRS Form W-9 and (ii) a duly completed and executed affidavit from the Company, issued pursuant to Treasury Regulations Section 1.897-2(h) and 1.1445-2(c), certifying that the Caliva Shares are not United States real property interests within the meaning of Section 897(c) of the Code.

(g)    Other Closing Deliverables. Caliva shall have delivered or caused to be delivered to Subversive each of the following documents and instruments:

Section 6.03 CONDITIONS TO OBLIGATIONS OF CALIVA. The obligations of Caliva to effect the Caliva Transaction shall be subject to the satisfaction (or waiver by Caliva, to the extent permitted by applicable Law) at or prior to the Closing Date of the following additional conditions:

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(a)    Representations and Warranties. The representations and warranties of Subversive (other than the Subversive Fundamental Representations) contained in this Agreement (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers) shall be true and correct in all respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except where the failure of any such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Subversive Fundamental Representations shall be true and correct in all material respects as of the Closing Date with the same effect as if made as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such specified date).

(b)    Performance of Obligations of Subversive. Subversive shall have performed or complied in all material respects with all its obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date. In addition, Subversive shall have provided Caliva with the funds to pay all Transaction Expenses and all items of Indebtedness included in the calculation of Net Debt to the extent such Indebtedness is or becomes due and payable on the Closing Date or as a result of the Closing, and for escrow deposits for the full amount of the PPP Loans to the extent included in Net Debt.

(c)    Certificate. Caliva shall have received a certificate executed by the chief executive officer or chief financial officer of Subversive, dated as of the Closing Date, certifying to the effect that the conditions set forth in Section 6.03(a), and Section 6.03(b), have been duly satisfied.

(d)    Pro Forma Capitalization Certificate and Balance Sheet. Caliva shall have received the Pro Forma Capitalization Table and Pro Forma Balance Sheet, each certified by the chief executive officer or chief financial officer of Subversive, dated as of the Closing Date.

(e)    No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect on Subversive (provided redemptions of Subversive Class A Shares at any level shall not be considered to be a Material Adverse Effect on Subversive) or LCV shall have occurred. Notwithstanding the foregoing, no level or amounts of redemptions of Subversive Class A Shares shall constitute a Material Adverse Effect.

(f) Directors. The actions contemplated by Section 5.14 shall have occurred.

(g)    Ancillary Documents. Subversive and Sponsor, as applicable, shall have executed and delivered each of the Ancillary Agreements and each such Ancillary Agreement shall be in full force and effect.

Section 6.04     FRUSTRATION OF CLOSING CONDITIONS. Notwithstanding anything herein to the contrary, (a) Caliva may not rely on the failure of any condition set forth in Section 6.01 or Section 6.03 to be satisfied if such failure was caused by its failure to perform in all material respects any of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the Caliva Transaction and the other transactions contemplated hereby, including as required by Section 5.08, and (b) Subversive may not rely on the failure of any condition set forth in Section 6.01 or Section 6.02    to be satisfied if such failure was caused by the failure of Subversive to perform in all material respects any of its obligations under this Agreement, to act in good faith or to use its reasonable best efforts to consummate the Caliva Transaction and the LCV Transaction and the other transactions contemplated hereby, including as required by Section 5.08.

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ARTICLE VII

TERM AND TERMINATION

Section 7.01 TERM.    This Agreement shall be effective from the Agreement Date until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms (except if and to the extent any provisions are specifically noted herein as surviving the termination of this Agreement).

Section 7.02 TERMINATION. This Agreement may be terminated at any time prior to the Effective Time:

(a)    by mutual written consent of Subversive and Caliva;

(b)    by either Subversive or Caliva if:

(c)    by Subversive if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Caliva under this Agreement occurs that would cause any condition in Section 6.02 not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date, and Subversive is not then in breach of this Agreement so as to cause any condition in Section 6.03 not to be satisfied, or any condition in Section 6.02 is otherwise not able to be satisfied;

(d)    by either Subversive or Caliva if the definitive agreement pursuant to which any of the Other Transactions is to be consummated is terminated by any of the parties thereto in accordance with it terms; and

(e)    by Caliva if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Subversive under this Agreement occurs that would cause any condition in Section 6.03 not to be satisfied, and such breach or failure is incapable of being cured by the Outside Date, and Caliva is not then in breach of this Agreement so as to cause any condition in Section 6.02 not to be satisfied, or any condition in Section 6.03 is otherwise not able to be satisfied.

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Any Party terminating this Agreement pursuant to this Section 7.02 (other than Section 7.02(a)) shall give written notice of such termination to the other Party in accordance with this Agreement specifying the provision or provisions hereof pursuant to which such termination is being effected.

Section 7.03 EFFECT OF TERMINATION. In the event of termination of this Agreement pursuant to Section 7.02, this Agreement shall forthwith become null and void and of no effect, without any Liability or obligation on the part of any Party (or any Subversive Party, Caliva Party or any of their respective Representatives), whether arising before or after such termination, based on, arising out of or relating to this Agreement or the negotiation, execution, performance or subject matter hereof (whether in contract or in tort or otherwise, or whether at law or in equity); provided, however, that the provisions of Article I (as applicable), Section 5.033, this Article VII and Article VIII shall survive such termination.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01    NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to or in connection with this Agreement or any covenants and obligations to be performed prior to the Effective Time shall survive the Effective Time. This Section 8.01 shall not limit any covenants and agreements of the Parties that contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time, which, in each case, shall survive in accordance with their terms.

Section 8.02 EXPENSES. All fees and expenses incurred in connection with this Agreement, the Caliva Transaction and the other transactions contemplated by this Agreement shall be paid by the Party incurring such fees or expenses; provided, that upon the Effective Time (i) any such accrued and unpaid fees and expenses of Caliva shall be paid by Subversive, and (ii) any Cash Transaction Expenses will be included as credits in accordance with the definition of Net Debt.

Section 8.03 NOTICES. All notices and other communications hereunder shall be in writing in one of the following formats and shall be deemed given: (a) upon actual delivery if personally delivered to the Party to be notified if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; (b) when sent if sent by email to the Party to be notified if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; provided, however, that notice given by email shall not be effective unless (i) such notice specifically states that it is being delivered pursuant to this Agreement and (ii) either (A) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 8.03; or (B) the receiving Party delivers a written confirmation of receipt for such notice either by email (excluding “out of office” or similar automated replies) or any other method described in this Section 8.03; or (c) when delivered if sent by a courier (with confirmation of delivery) if received prior to 5:00 p.m. on a Business Day in the place of receipt, otherwise such notice or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt; in each case to the Party to be notified at the following address:

If to Subversive, to:

Subversive Capital Acquisition Corp.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

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Attention:    ▇▇▇▇▇▇ ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with copies (which shall not constitute notice) to:

▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇

Attention:    ▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Email:         ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇

                    ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇                 

if to Caliva, to:

CMG Partners, Inc.

▇▇▇▇ ▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:    ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇

Email:         ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

with copies (which shall not constitute notice) to:

Benesch, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention:    ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Email:          ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

and

▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:    ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Email:          ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

if to Shareholders’ Representative, to:

GRHP Management, LLC

▇▇▇▇ ▇▇▇▇▇ ▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

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Attention:    ▇▇▇▇ ▇▇▇▇▇

Email:          ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

Section 8.04 ENTIRE AGREEMENT. This Agreement (including the Schedules hereto and the Caliva Disclosure Schedule), together with the Confidentiality Agreement, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties and their Affiliates, or any of them, with respect to the subject matter of this Agreement and the Confidentiality Agreement. Upon the Effective Time, the Confidentiality Agreement shall terminate.

Section 8.05     AMENDMENT; WAIVER. This Agreement may be amended, modified or waived (a) prior to the Effective Time, only by the written agreement of Subversive, MergerSub and Caliva; provided, however, that after the Caliva Shareholder Approval is obtained there shall be no amendment or waiver that, pursuant to Law, requires further approval of such holders, without the receipt of such further approvals, and (b) after the Effective Time, only by the written agreement of Subversive and the Shareholders’ Representative. No failure or delay of any Party to exercise any right or remedy given to such Party under this Agreement or otherwise available to such Party or to insist upon strict compliance by any other Party with its or his obligations hereunder, no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, and no custom or practice of the Parties in variance with the terms hereof, shall constitute a waiver of any Party’s right to demand exact compliance with the terms hereof. Any written waiver shall be limited to those items specifically waived therein and shall not be deemed to waive any future breaches or violations or other non-specified breaches or violations unless, and to the extent, expressly set forth therein.

Section 8.06     NO THIRD-PARTY BENEFICIARIES. This Agreement shall inure exclusively to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person (other than the Parties or their respective successors and permitted assigns) any rights, remedies, obligations or Liabilities under or by reason of this Agreement.

Section 8.07 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part (by operation of law or otherwise), by either of the Parties without the prior written consent of the other Party, and any attempt to make any such assignment without such consent shall be null and void. Subject to the immediately preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

Section 8.08 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation, inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether now existing or hereafter arising) shall be governed by, the internal Laws of the State of Delaware, without giving effect to any Law that would cause the Laws of any jurisdiction other than the State of Delaware to be applied.

Section 8.09     CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Each Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such Proceeding, any state court within the state of Delaware, and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such

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Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address (or in the case of the ▇▇▇▇▇▇ Shareholders, the Shareholders’ Representative’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II)    EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.09.

Section 8.10 SPECIFIC PERFORMANCE; REMEDIES. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to enforce specifically the provisions of this Agreement, including obtaining an injunction or injunctions to prevent breaches or threatened breaches of this Agreement, in any court designated to resolve disputes concerning this Agreement (or, if such court lacks subject matter jurisdiction, in any appropriate state or federal court), this being in addition to any other remedy to which such Party is entitled at Law or in equity. Each Party further agrees not to assert and waives (a) any defense in any action for specific performance that a remedy at Law would be adequate and (b) any requirement under any Law to post security or provide indemnity as a prerequisite to obtaining equitable relief. Except to the extent set forth otherwise in this Agreement, all remedies under this Agreement expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or in equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

Section 8.11    NO RECOURSE AGAINST SUBVERSIVE AFFILIATES. Notwithstanding anything in this Agreement or in any other document delivered pursuant to this Agreement to the contrary, absent fraud, (i) Subversive’s obligations under this Agreement may only be enforced against, and any Proceeding for breach of this Agreement by Subversive, may only be made against the entity that is expressly identified herein as the “Subversive,” and no Affiliate of Subversive shall have any Liability for any breach of this Agreement; and (ii) neither ▇▇▇▇▇▇ nor any ▇▇▇▇▇▇ Holder shall have any right of recovery in respect hereof against any Affiliate or Representative of Subversive, whether by or through attempted piercing of the corporate or limited liability company veil, including through any Proceeding by or on behalf of ▇▇▇▇▇▇ or the ▇▇▇▇▇▇ Holders against any Affiliate or Representative of Subversive seeking the enforcement of any judgment, fine or penalty or by virtue of any applicable Law, or otherwise.

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Section 8.12    SEVERABILITY. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable Law, the validity, legality and enforceability of all other terms and provisions of this Agreement will not in any way be affected or impaired. If the final judgment of a court of competent jurisdiction or other Governmental Authority declares that any term or provision hereof is invalid, illegal or unenforceable, the Parties agree that the court making such determination will have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

Section 8.13    COUNTERPARTS; DELIVERIES. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same instrument. This Agreement and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of electronic transmission of .pdf files or other image files via email, cloud-based transfer or file transfer protocol, or use of a facsimile machine, shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to any such agreement or instrument shall raise the use of electronic transmission or a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic transmission or a facsimile machine as a defense to the formation or enforceability of a contract, and each such party forever waives any such defense.

Section 8.14    SHAREHOLDERS’ REPRESENTATIVE.

(a)    By executing and delivering a Letter of Transmittal or by virtue of consummation of the ▇▇▇▇▇▇ Transaction, each ▇▇▇▇▇▇ Shareholder hereby irrevocably constitutes and appoints GRHP Management, LLC as its true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”) with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the ▇▇▇▇▇▇ Shareholders, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the ▇▇▇▇▇▇ Shareholders, any and all consents, waivers and amendments deemed by the Shareholders’ Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each ▇▇▇▇▇▇ Shareholder relative to any amounts to be received by the ▇▇▇▇▇▇ Shareholders under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each ▇▇▇▇▇▇ Shareholder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each ▇▇▇▇▇▇ Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any ▇▇▇▇▇▇ Shareholder on the one hand and the Shareholders’ Representative on the other hand, provided that, in each case, the Shareholders’ Representative shall not take any action adverse to any ▇▇▇▇▇▇ Shareholder unless such action is also taken proportionately with respect to the others. The Shareholders’ Representative shall not agree to any amendment to this Agreement or waiver of its provisions that would

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(i) result in any class of ▇▇▇▇▇▇ Shares receiving less of the Transaction Consideration in proportion to any other class of ▇▇▇▇▇▇ Shares (based on the proportionate relationship of each class to the others as set forth in this Agreement on the date hereof), without the prior written consent of the holders of a majority of such affected class; (ii) result in any class of ▇▇▇▇▇▇ Shares receiving more of the Transaction Consideration in proportion to any other class of ▇▇▇▇▇▇ Shares (based on the proportionate relationship of each class to the others as set forth in this Agreement on the date hereof), without the prior written consent of the holders of a majority of each other class; or (iii) result in the rights or obligations of any holder of ▇▇▇▇▇▇ Shares being changed in a manner adverse and disproportionate with the other holders of ▇▇▇▇▇▇ Shares, without the prior written consent of such holder.

(b)    Each ▇▇▇▇▇▇ Shareholder hereby agrees that: (i) in all matters in which action by the Shareholders’ Representative is required or permitted, the Shareholders’ Representative is authorized to act on behalf of such ▇▇▇▇▇▇ Shareholder, notwithstanding any dispute or disagreement among the ▇▇▇▇▇▇ Shareholders, Subversive shall be entitled to rely on any and all action taken by the Shareholders’ Representative under this Agreement without any Liability to, or obligation to inquire of, any ▇▇▇▇▇▇ Shareholder, notwithstanding any knowledge on the part of Subversive of any such dispute or disagreement; (ii) all decisions, actions, consents and instructions by the Shareholders’ Representative shall be binding upon all of the ▇▇▇▇▇▇ Shareholders, and no ▇▇▇▇▇▇ Shareholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; (iii) notice to the Shareholders’ Representative, delivered in the manner provided in Section 8.03, shall be deemed to be notice to each ▇▇▇▇▇▇ Shareholder for the purposes of this Agreement; (iv) the appointment of the Shareholders’ Representative is coupled with an interest and shall be irrevocable by such ▇▇▇▇▇▇ Shareholder in any manner or for any reason; and (v) in the event that the person or entity serving as the Shareholders’ Representative dies, becomes incapacitated, files for bankruptcy protection or otherwise becomes unable to serve as a representative of the ▇▇▇▇▇▇ Shareholders, the holders of a majority of the ▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇ Preferred Shares shall appoint a new Person to be the Shareholders’ Representative.

(c)    Each ▇▇▇▇▇▇ Shareholder hereby acknowledges and agrees that no Subversive Party shall have any Liability to any ▇▇▇▇▇▇ Party with respect to, and the ▇▇▇▇▇▇ Shareholders jointly and severally shall indemnify all Subversive Parties against, and agree to hold the Subversive Parties harmless from, any and all Losses incurred by such Subversive Parties arising out of any breach of this Section 8.14 by the Shareholders’ Representative or by any ▇▇▇▇▇▇ Shareholder, or the designation, appointment or actions of the Shareholders’ Representative pursuant to the provisions hereof, including with respect to any (i) failure by the Shareholders’ Representative to deliver funds or other property received by the Shareholders’ Representative (on behalf of any ▇▇▇▇▇▇ Shareholder) or any other actions taken by the Shareholders’ Representative, and (ii) reliance by the Subversive Parties on, and actions taken by the Subversive Parties in reliance on, the instructions of, notice given by or any other action taken or omitted by the Shareholders’ Representative.

(d)    The Shareholders’ Representative is hereby authorized to establish an account for the purposes of holding the Expense Fund (the “Expense Account”), which shall be funded by Subversive at the Closing in an amount of $50,000. The Shareholders’ Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Shareholders’ Representative acting in its capacity as such. The ▇▇▇▇▇▇ Shareholders will not receive any interest or earnings on the Expenses Account and irrevocably transfer and assign to the Shareholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholders’ Representative will hold these funds separate form its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. For tax

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purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the ▇▇▇▇▇▇ Shareholders at the time of Closing. The Parties agree that the Shareholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. Without limiting the foregoing, each ▇▇▇▇▇▇ Shareholder shall, to the extent of its Pro Rata Share, indemnify and defend the Shareholders’ Representative and hold the Shareholders’ Representative harmless from and against any and all costs, expenses (including the fees and expenses of its counsel), Losses or Liabilities (collectively, “Shareholders’ Representative Costs”) incurred by the Shareholders’ Representative arising out of or in connection with the Shareholders’ Representative’s execution and performance of this Agreement, in each case as such Shareholders’ Representative Cost is suffered or incurred; provided that, in the event that any such Shareholders’ Representative Cost is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the ▇▇▇▇▇▇ Shareholders the amount of such indemnified Shareholders’ Representative Cost to the extent attributable to such gross negligence or willful misconduct. Any expense incurred by the Shareholders’ Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Shareholders’ Representative but shall be payable by and attributable to the ▇▇▇▇▇▇ Shareholders based on their respective Pro Rata Share. Notwithstanding anything to the contrary in this Agreement, the Shareholders’ Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied liabilities incurred by the Shareholders’ Representative in connection with the performance of its duties hereunder from (i) the Expense Fund or (ii) any Contingent Transaction Consideration at such time as any such amounts would otherwise be distributable to the ▇▇▇▇▇▇ Shareholders, provided that, while this Section 8.14(d) allows the Shareholders’ Representative to be paid form the aforementioned sources of funds, this does not relieve the ▇▇▇▇▇▇ Shareholders from their obligation to promptly pay the Shareholders’ Representative Costs as they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it under applicable Law. The Shareholders’ Representative may also from time to time submit invoices to the ▇▇▇▇▇▇ Shareholders covering such Shareholders’ Representative Costs, which shall be paid by the ▇▇▇▇▇▇ Shareholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any ▇▇▇▇▇▇ Shareholder, subject to applicable confidentiality obligations, the Shareholders’ Representative shall provide such ▇▇▇▇▇▇ Shareholder with an accounting for all expenses and liabilities paid by the Shareholders’ Representative in its capacity as such. The Expense Fund shall be retained in whole or in part by the Shareholders’ Representative for such time as the Shareholders’ Representative shall determine in its sole discretion. If the Shareholders’ Representative shall determine in its sole discretion to return all or any portion of the Expense Fund to the ▇▇▇▇▇▇ Shareholders, such amount shall be distributed to the ▇▇▇▇▇▇ Shareholders in accordance with their respective Pro Rata Share as set forth on the Payment Schedule. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the ▇▇▇▇▇▇ Shareholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restriction or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the ▇▇▇▇▇▇ Shareholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholders’ Representative under this Section 8.14. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholders’ Representative or the termination of this Agreement.

Section 8.15 WAIVER OF ACCESS TO ESCROW ACCOUNT. Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇▇▇ hereby irrevocably waives and releases, and shall cause any Affiliate of ▇▇▇▇▇▇ in connection with the ▇▇▇▇▇▇ Transaction, to waive and release, on substantially similar terms, any and all right, title, interest, causes of action and claims of any kind, whether in tort or contract or otherwise (each, a “Claim”), in or to, and any and all right to seek payment of any amounts due to it in connection with the ▇▇▇▇▇▇ Transaction or this Agreement, out of the Escrow Account, or from monies or other assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriter, and hereby irrevocably waives and releases any Claim it may have in the future, as a result of, or arising out of, this Agreement or the ▇▇▇▇▇▇ Transaction, which Claim would reduce or encumber any monies or other

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assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriters, or to any monies or other assets in the Escrow Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Escrow Account, any monies or other assets released from the Escrow Account that are payable to Subversive Shareholders or IPO Underwriter or any monies or other assets in the Escrow Account for any reason whatsoever or to bring any proceedings against the Escrow Account or the Escrow Agent.

Section 8.16    PRIVILEGED COMMUNICATIONS.

(a)    ▇▇▇▇▇▇ hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, Subversive or any officer, employee, director, or shareholder of Subversive, and, on the other hand, ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, that relate to the ▇▇▇▇▇▇ Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of Subversive immediately before the Effective Time; and ▇▇▇▇▇▇ and its Affiliates (whether purporting to act on behalf of or through Subversive or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the Subversive Board immediately before the Effective Time; provided, however, that nothing in this Agreement shall prevent ▇▇▇▇▇▇ and its Affiliates from obtaining or using any communications relating to the ▇▇▇▇▇▇ Transaction as required under applicable Laws.

(b)    Subversive hereby irrevocably acknowledges and agrees, on behalf of itself and its controlled Affiliates, that all attorney-client communications between, on the one hand, ▇▇▇▇▇▇ or any of its Subsidiaries, or any manager, member, officer, employee, director or shareholder of ▇▇▇▇▇▇ or any Subsidiary thereof and, on the other hand, Benesch, Friedlander, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, that relate to the ▇▇▇▇▇▇ Transaction, shall be deemed privileged communications as to which the attorney-client privilege and expectation as to client confidence belongs to and may be waived only by individuals who constituted a majority of the board of directors of ▇▇▇▇▇▇ immediately before the Effective Time; and Subversive and its Affiliates (whether purporting to act on behalf of or through ▇▇▇▇▇▇ or otherwise) may not claim and will not obtain or use for any purpose any such privileged communications by any means or process without the consent of individuals who constituted a majority of the ▇▇▇▇▇▇ Board immediately before the Effective Time; provided, however, that nothing in this Agreement shall prevent Subversive from obtaining or using any communications relating to the ▇▇▇▇▇▇ Transaction as required under applicable Laws.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized , all as of the date first written above.

[Signature Page to ▇▇▇▇▇▇ Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized , all as of the date first written above.

[Signature Page to ▇▇▇▇▇▇ Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

[Signature Page to ▇▇▇▇▇▇ Transaction Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

[Signature Page to ▇▇▇▇▇▇ Transaction Agreement]

EXHIBIT A

CERTIFICATE OF MERGER

OF

TPCO CMG MERGER SUB INC.

(a Delaware corporation)

WITH AND INTO

CMG PARTNERS, INC.

(a Delaware corporation)

CMG Partners, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), desiring to merge TPCO CMG Merger Sub Inc., a Delaware corporation (“Merger Sub”), with and into the Corporation (the “Merger”), pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST:    The name and state of incorporation of each of the constituent corporations to the merger (the “Constituent Corporations”) are as follows:

SECOND:    An Transaction Agreement, dated as of November [    ], 2020 (the “Transaction Agreement”), by and among each of the Constituent Corporations and Subversive Capital Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, was approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL (and by the written consent of their respective stockholders in accordance with Section 228 of the DGCL).

THIRD:    The Corporation will continue as the corporation surviving the Merger (the “Surviving Corporation”) and the name of the Surviving Corporation shall be CMG Partners, Inc. upon the effectiveness of the Merger in accordance with Section 251 of the DGCL and Section 103 of the DGCL (the “Effective Time”).

FOURTH:    At the Effective Time, the certificate of incorporation of the Corporation, as in effect immediately prior to the Effective Time, shall be further amended and restated in its entirety as set forth in Annex A attached hereto and, as so amended and restated, shall be the Third Amended and Restated Certificate of Incorporation of the Surviving Corporation until further amended pursuant to the DGCL.

FIFTH:    An executed copy of the Transaction Agreement is on file at the offices of the Surviving Corporation at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and a copy thereof will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

SIXTH:    This Certificate of Merger, and the Merger, shall become effective at the time this Certificate of Merger is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be signed by its authorized officer on the          day of                     , 20    .

Annex A

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CMG PARTNERS, INC.

See attached.

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CMG PARTNERS, INC.

ARTICLE ONE

The name of the corporation is CMG Partners, Inc.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is [            ]. The name of its registered agent at such address is [            ].

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share and one thousand (1,000) shares of Preferred Stock, par value $0.01 per share.

ARTICLE FIVE

The corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by law, the board of directors of the corporation is expressly authorized to adopt, amend or repeal the bylaws of the corporation; provided, however, that such authorization shall not divest the stockholders of the power or limit the power of the stockholders to adopt, amend or repeal the bylaws of the corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or any of its stockholders for monetary damages for a breach of fiduciary duty as a director.

ARTICLE NINE

The corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE TEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT B

NOMINATION AGREEMENT

This NOMINATION RIGHTS AGREEMENT (this “Agreement”) is made as of the      day of              , 2021, among:

SUBVERSIVE CAPITAL ACQUISITION CORP.

(the “Company”);

SUBVERSIVE CAPITAL SPONSOR, LLC

(the “Sponsor”); and

GRHP MANAGEMENT, LLC

(the “Shareholders’ Representative”).

WHEREAS, the Company is party to a Transaction Agreement, dated as of November     , 2020, among the Company, CMG Partners, Inc., a Delaware corporation (“▇▇▇▇▇▇”) and the other parties thereto (the “▇▇▇▇▇▇ Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into ▇▇▇▇▇▇ and all outstanding shares of capital stock of ▇▇▇▇▇▇ will be converted into common shares of the Company (the “▇▇▇▇▇▇ Transaction”);

WHEREAS, the Company is party to a Transaction Agreement, dated as of November     , 2020, among the Company, Left Coast Ventures, Inc., a Delaware corporation (“LCV”), and the other parties thereto (the “LCV Transaction Agreement”), pursuant to which a wholly-owned subsidiary of the Company will be merged into LCV and all outstanding shares of capital stock of LCV will be converted into common shares of the Company (the “LCV Transaction”);

WHEREAS, the Company, a special purpose acquisition corporation incorporated under the laws of British Columbia, completed its initial public offering on July 16, 2019, its shares of Class A Shares are listed on the Neo Exchange, Inc. (the “Exchange”), and the Caliva Transaction and the LCV Transaction are collectively intended to constitute the “qualifying transaction” of the Company as such term is defined in the Exchange’s Listing Manual pertaining to special purpose acquisition corporations (the “Qualifying Transaction”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the Caliva Transaction and the LCV Transaction, and the parties hereto mutually desire to enter into this Agreement in order to provide, inter alia, for certain rights and provisions with regard to the Board of Directors of the Company and certain nomination rights for Sponsor and the Shareholders’ Representative, as holders or representative of holders of significant shares in the Company.

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

EFFECTIVENESS

This Agreement shall become effective immediately upon closing of the Qualifying Transaction.

ARTICLE 2

DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms have the following meanings:

“Affiliate” means, as to any specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For this purpose the term “control” (including the terms “controlling”, “controlled by”, and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“Applicable Securities Laws” means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, notices, published policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“Board” means the board of directors of the Company;

“Business Day” means any day expect a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in Toronto, Ontario, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or in the State of California, United States of America;

“Company” has the meaning set out in the preamble to this Agreement;

“Constating Documents” means articles of incorporation, amalgamation, or continuation, as applicable, by-laws, limited partnership agreement or other constating documents and all amendments thereto;

“Director” means a director on the Board;

“Director Election Meeting” means any meeting of the shareholders of the Company at which Directors are to be elected to the Board;

“Effective Time” means the Effective Time of the Caliva Transaction as provided in the Caliva Agreement; “Party” or “Parties” means one or more of the parties to this Agreement;

“Person” means an individual, partnership, limited partnership, corporation, company, unlimited liability company, trust, unincorporated organization, association, government, or any department or agency thereof and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

“Shareholders” means holders of Shares of the Company;

“Shares of the Company” means the shares of capital stock of the Company; and

“Subsidiary” means, with respect to any Person, any corporation or other entity of which the majority of voting power of (a) the voting equity securities or (b) the outstanding equity interests (calculated on a fair market value basis) is owned, directly or indirectly, by such Person.

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Unless the context otherwise requires, in this Agreement:

ARTICLE 3

BOARD NOMINATION RIGHTS

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The provisions of this Article 3 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of Shareholders relating to the election of Directors, if permitted under applicable law and the Constating Documents of the Company.

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ARTICLE 4

AMENDMENTS

This Agreement may not be amended or modified except by an agreement in writing executed by the Parties.

At all times after the occurrence of any event which results in a change to the Shares of the Company, this Agreement will forthwith be amended and modified as necessary in order that it will apply with full force and effect, with appropriate changes, to all new securities into which the Shares of the Company are so changed, and the Parties will execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

ARTICLE 5

GENERAL

The terms of this Agreement shall apply mutatis mutandis to any shares or other securities of the Company or any Subsidiary thereof or any successor entity that may be received by the Shareholder Representative and/or Sponsor on a merger, amalgamation, arrangement or other reorganization of or including the Company or any Subsidiary thereof and, prior to any such action being taken, the Parties shall give due consideration to any changes that may be required to this Agreement in order to give effect to the intent of this Section 5.1.

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This Agreement will automatically terminate upon the earliest to occur of the following events:

This Agreement is not assignable by the Shareholders’ Representative or Sponsor without the Company’s prior written consent; provided, however, that in the event that the Shareholders’ Representative changes pursuant to the terms of the Caliva Agreement, the successor Shareholders’ Representative appointed pursuant thereto shall automatically succeed to the rights and obligations of the Shareholders’ Representative hereunder (and all previously appointed Board Designees shall remain on the Board and applicable Committees until their successors are duly appointed in accordance with this Agreement or their death or resignation). This Agreement is not assignable by the Company, except with the prior written consent of both the Shareholders Representative and the Sponsor.

The Parties agree that irreparable harm would occur, for which money damages would not be an adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties may seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance withthe terms of this Agreement without the proof of actual damages and without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law, equity or under this Agreement.

Each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.