SHAREHOLDERS AGREEMENT BY AND AMONG CC KDC CO-INVEST LP (CAYMAN) AND CDP INVESTISSEMENTS INC. AND UPPER INVEST LTD. AND KNOWLTON DEVELOPMENT CORPORATION, INC.

Exhibit 10.1

SHAREHOLDERS AGREEMENT

BY AND AMONG

CC KDC CO-INVEST LP (CAYMAN)

AND

CDP INVESTISSEMENTS INC.

AND

UPPER INVEST LTD.

AND

▇▇▇▇▇▇▇▇ DEVELOPMENT CORPORATION, INC.

[●], 2021

TABLE OF CONTENTS

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SHAREHOLDERS AGREEMENT

This Shareholders Agreement is made effective as of [●], 2021.

BY AND AMONG:

▇▇▇▇▇▇▇▇ DEVELOPMENT CORPORATION, INC., a corporation governed by the laws of the Province of British Columbia;

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CC KDC CO-INVEST LP (CAYMAN), a limited partnership governed by the laws of the Cayman Islands (“Cornell”);

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CDP INVESTISSEMENTS INC., a corporation governed by the laws of the Province of Québec (“CDPI”)

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UPPER INVEST LTD., a corporation governed by the laws of Guernsey (“Upper Invest”).

WHEREAS on the date hereof, the Corporation (as defined herein) will consummate an underwritten initial public offering (the “IPO”) of Common Shares (as defined herein) of the Corporation; and

WHEREAS Cornell, CDPI, Upper Invest and the Corporation have agreed to enter into this Agreement to set forth certain agreements governing the relationship of the Parties (as defined herein) in relation to the Corporation and with respect to their ownership, directly or indirectly, of the Shares (as defined herein) following the completion of the IPO.

NOW THEREFORE, in consideration of the above recitals and the mutual agreements contained in this Agreement (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

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

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, such specified Person, provided, that the term “Affiliate” shall exclude any portfolio company of Cornell and CDPI or their respective Affiliates.

“Agreement” means this shareholders agreement, as it may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with this Agreement.

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“Articles” means the articles of the Corporation, as in effect upon completion of the IPO, and as such articles may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance with applicable Laws.

“Authorized Recipient” has the meaning ascribed to such term in Section 5.1(1).

“Board” means the board of directors of the Corporation as elected or appointed from time to time.

“Board Observer” has the meaning ascribed to such term in Section 3.10.

“Business Day” means any day on which banks are open for business in New York City, New York and Montreal, Québec (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of the foregoing localities).

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

“CDPI” has the meaning ascribed to such term in the recitals.

“CDPI Group” means, collectively, CDPI and any CDPI Permitted Holder that holds Shares from time to time.

“CDPI Nominee” means, in respect of a Director Election Meeting, such individual presented by CDPI for election as Director at such meeting.

“CDPI Permitted Holder” means any Person that is Controlled or managed by CDPI or an Affiliate of CDPI.

“Chief Executive Officer” means the President and Chief Executive Officer of the Corporation (or the equivalent successor position).

“Common Shares” means the common shares in the capital of the Corporation, as contemplated under the Articles.

“Confidential Information” has the meaning ascribed to such term in Section 5.1(1), subject to the exclusions set forth in Section 5.1(3).

“Control” means (a) in relation to a Person that is a body corporate, the beneficial ownership, directly or indirectly, of voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) carrying more than 50% of the voting rights attached to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) or the right to elect or appoint a majority of the board of directors (or the equivalent) of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and (b) in relation to a Person that is a partnership, limited partnership, business trust or other similar entity, (i) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attached to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), or (ii) the ownership, directly or indirectly, of voting securities or other interests of a Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) (such as a general partner) or the holding of a position (such as

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trustee) entitling the owner or holder thereof to exercise control and direction over the activities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and “Controls” and “Controlled” shall have corresponding meanings.

“Cornell” has the meaning ascribed to such term in the recitals.

“Cornell Director” has the meaning ascribed to such term in Section 3.9.

“Cornell Group” means, collectively, Cornell and any Cornell Permitted Holder that holds Shares from time to time.

“Cornell Nominee” means, in respect of a Director Election Meeting, such individual presented by Cornell for election as Director at such meeting.

“Cornell Permitted Holder” means any funds managed or advised by Cornell or any of its Affiliates, in each case provided that it is Controlled, managed or advised by Cornell or an Affiliate of Cornell.

“Corporation” means ▇▇▇▇▇▇▇▇ Development Corporation, Inc. and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization.

“Director Election Meeting” means any meeting of shareholders of the Corporation at which Directors are to be elected.

“Directors” means the Persons who are elected or appointed as directors of the Corporation in accordance with this Agreement and applicable Law.

“Disproportionately Adverse” means disproportionately adverse to the interests of a shareholder as compared to any other shareholder, and “Disproportionately Adversely” shall have a corresponding meaning.

“Effective Date” has the meaning ascribed to such term in Section 2.1.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Governmental Entity” means (a) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, authority, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (b) any subdivision or authority of any of the above; and (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Headquarters” means a location where the Corporation’s and ▇▇▇▇▇▇▇▇’▇ management conducts meetings related to functions such as strategic planning, finance, accounting, legal, business development and human resources.

“Independent”, in reference to an individual Board nominee, including a CDPI Nominee, a Cornell Nominee or an Upper Invest Nominee, means that such individual is “independent” as determined by the Board in accordance with Canadian Securities Laws and the rules of the NYSE, including subsection 1.2(1) of National Instrument 58-101 – Disclosure of Corporate Governance Practices (in Québec, Regulation 58-101 respecting Disclosure of Corporate Governance Practices) and, as applied to any member of the audit committee of the Board only, Rule 10A-3 Listing Standards Relating to Audit Committees promulgated under the Exchange Act.

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“IPO” has the meaning ascribed to such term in the recitals.

“▇▇▇▇▇▇▇▇” means kdc/one Development Corporation, Inc. and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization.

“Laws” means: (a) all laws, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (b) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (c) policies, practices and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used.

“Nominee” means, in respect of a Director Election Meeting, such individual presented by management of the Corporation to its shareholders for election as Director at such meeting, including, for the avoidance of doubt, any Cornell Nominee, CDPI Nominee and Upper Invest Nominee.

“Notice” has the meaning ascribed to such term in Section 6.2.

“NYSE” means the New York Stock Exchange, and includes any successor stock exchange.

“Parties” means, collectively, the Corporation, Cornell, CDPI and Upper Invest.

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity.

“Proportionate Voting Interest” means, at any time, with respect to each Shareholder Group, such Shareholder Group’s proportionate voting interest in the Shares expressed as a percentage, which percentage is determined by dividing: (a) the aggregate number of votes to which the Shares held by such Shareholder Group are entitled under the Articles, by (b) the aggregate number of votes to which the total number of issued and outstanding Shares are entitled under the Articles.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Effective Date between the Corporation, Cornell and CDPI, as it may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Representatives” means, collectively, with respect to any Person, that Person’s officers, directors, employees, equityholders, consultants, advisors, agents, mandataries or other representatives (including counsel, accountants, investment bankers and financial advisors).

“Shareholder Group” means any of: (a) the Cornell Group; (b) the CDPI Group, and (c) the Upper Invest Group, and “Shareholder Groups” means all of them.

“Shares” means the Common Shares, as described in the Articles, as well as any other voting shares in the capital of the Corporation which are issued in a class of shares that is added to the authorized capital of the Corporation pursuant to an amendment to the Articles approved in accordance with the Act.

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“Subsidiary” has the meaning ascribed to such term in the Act.

“TSX” means the Toronto Stock Exchange, and includes any successor stock exchange.

“Upper Invest” has the meaning ascribed to such term in the recitals.

“Upper Invest Group” means, collectively, Upper Invest and any Upper Invest Permitted Holder that holds Shares from time to time.

“Upper Invest Nominee” means, in respect of a Director Election Meeting, such individual presented by Upper Invest for election as Director at such meeting;

“Upper Invest Permitted Holder” means any Person that is Controlled or managed by Upper Invest or an Affiliate of Upper Invest.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect its interpretation.

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

In this Agreement, (a) the words “including”, “includes” and “include” mean “including (or includes or include), without limitation”, (b) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of” and (c) the words “hereof”, “herein”, “hereunder”, “hereto” and similar expressions to this Agreement as a whole and the words “Article” and “Section” refer to an Article of or Section of this Agreement, unless specified otherwise. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from but excluding” and the words “to” and “until” each mean “to and including”.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, re-enacted or replaced.

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ARTICLE 2

IMPLEMENTATION OF AGREEMENT AND TERM

This Agreement shall become effective immediately upon consummation of the IPO and the termination of that certain Shareholders Agreement dated as of December 21, 2018, as amended on January 23, 2020, by and among the Corporation and the shareholders party thereto (the “Effective Date”).

In the event of any conflict between the provisions of this Agreement and the provisions of the Articles, the provisions of this Agreement prevail to the extent permitted by Law.

The Corporation undertakes to carry out and be bound by the provisions of this Agreement to the full extent that it has the capacity and power at Law to do so.

ARTICLE 3

GOVERNANCE MATTERS

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Notwithstanding anything to the contrary in this Agreement, all Directors (including Directors designated by a Shareholder Group in accordance with Section 3.2) shall, at all times while serving on the Board, meet the qualification requirements to serve as a director under the Act, Canadian Securities Laws and the rules of the NYSE and the TSX. Neither Shareholder Group shall nominate any individual to be a Director who it believes does not meet the requirements for director nominees as set forth in the applicable policies relating to director qualifications adopted by the Corporation from time to time.

The provisions of this Article 3 (Governance Matters) applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of shareholders relating to the election of Directors.

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As long as Cornell has the right to designate at least three (3) Nominees under Section 3.2, and except where no Director is a Cornell Director, the quorum for a meeting of Directors shall require, in addition to all applicable requirements of the Articles, the presence of at least one Director that is a Cornell Nominee designated and elected or appointed pursuant to Section 3.2 (a “Cornell Director”), and the Parties hereto agree not to transact any business at such meeting of Directors except in compliance with this Section 3.9. If the quorum requirements are not met at the initial meeting and such meeting needs to be adjourned, subject to all applicable requirements of the Articles and provided that the Cornell Directors have been given reasonable notice of the adjourned meeting, any Directors present at the adjourned meeting will constitute a quorum, whether or not a Cornell Director is present at such adjourned meeting.

Separate from its rights to designate one or more CDPI Nominees as set forth in Section 3.2(1), for so long as the CDPI Group owns, controls or directs, directly or indirectly, at least 10% of the Proportionate Voting Interest in the issued and outstanding Shares (on a non-diluted basis), CDPI shall have the right to designate one (1) individual as a non-voting observer to the Board (a “Board Observer”), which Board Observer shall be (as of the Effective Date) [●]. The Board Observer designated by CDPI may only be removed and replaced with the prior consent of CDPI. For the avoidance of doubt, such Board Observer need not be independent of CDPI. The Board Observer shall be entitled to attend meetings of the Board and to receive all information provided to the members of the Board (including notices and minutes of previous meetings of the Board); provided, that (a) the Board Observer shall be entitled to attend executive sessions and meetings of any committee of the Board and to receive all information provided in connection with such sessions and meetings to the members of the Board or its committees (including minutes of previous sessions or meetings), in each case, only if invited by the chairperson of the Board or applicable body or committee; (b) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; (c) the Corporation may withhold information or materials from the Board Observer and exclude the Board Observer from any meeting or portion thereof if, as determined by the Board in good faith, access to such information or materials or attendance at such meeting would (i) adversely affect the attorney-client or work product privilege between the Corporation and its counsel; or (ii) result in a conflict of interest or is otherwise required to avoid any disclosure that is restricted by any agreement with another Person; and (d) the Board Observer shall be subject to the same obligations as the Directors with respect to confidentiality, conflicts of interest and misappropriation of corporate opportunities (and shall provide, prior to attending any meetings or receiving any information or materials, such agreements, undertakings or assurances to such effect as may be reasonably requested by the Corporation). For the avoidance of doubt, the Board Observer shall not be subject to any fiduciary duty to the Corporation or any duty or personal liability imposed on directors or officers under applicable Law as it relates to salaries, wages or otherwise with respect to the Corporation or any of its Subsidiaries.

ARTICLE 4

BOARD CHANGE AND RESERVED MATTERS

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ARTICLE 5

CONFIDENTIALITY

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Nothing in this Agreement or in the disclosure of any Confidential Information will confer any interest in the Confidential Information on a receiving Party. The Parties share a common legal and commercial interest in all Confidential Information which is and remains subject to all applicable privileges, including solicitor-client privilege, anticipation of litigation privilege, work product privilege and privilege in respect of “without prejudice” communications. No waiver of any privilege is implied by the disclosure of Confidential Information to any Party pursuant to the terms of this Agreement.

ARTICLE 6

MISCELLANEOUS

Each Party hereto represents and warrants to and agrees with each other Party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such Party and do not violate any agreement or other instrument applicable to such Party or by which its assets are bound.

Any notice, consent or other communication required or permitted to be given pursuant to this Agreement (each a “Notice”) shall be in writing and shall be sent electronically, hand delivered or sent by prepaid registered mail, in each case addressed as follows:

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Notice is deemed to be given and received if sent by personal delivery, courier or electronic mail, on the date of delivery or transmission (as the case may be) if it is a Business Day and the delivery or transmission (as the case may be) was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Time is of the essence in this Agreement in all respects.

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. No Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person.

Nothing contained in this Agreement makes or constitutes any Party, or any of its directors, officers or employees, the trustee, fiduciary, representative, agent, principal, partner, joint venturer, of any other Party. It is understood that no Party has the capacity to make commitments of any kind or incur obligations or liabilities binding upon any other Party.

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by it. The fees and expenses referred to in this Section are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver of any provision of this Agreement or of any default, breach or non-compliance under this Agreement will be binding unless executed in writing by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

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This Agreement and the Registration Rights Agreement together constitute the entire agreement between the Parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement.

Each of the Parties agrees to execute and deliver such further and other documents, to cause such meetings to be held, resolutions to be passed and articles to be enacted, to exercise their votes, and to influence and perform, and/or cause to be performed, such further and other acts and things, as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the Parties shall substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

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The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof, which may not be calculated or fully or adequately compensated by recovery of damages alone, and that the Parties shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies in addition to any other relief to which they may entitled at law or in equity.

This Agreement may be executed by the Parties in separate counterparts, including counterparts by electronic transmission, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF the Parties have executed this Shareholders Agreement as of the date and year first written above.

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