The Parent Company Announces Voluntary Board of Director and Executive Team Lock-up Agreements

Aug 05, 2021 1:08 PM ET


 TPCO Holding Corp. announced that certain insiders (the "Insiders") have voluntarily entered into lock-up agreements with the Company (the "Lock-Up Agreements") with respect to an aggregate of over 35 million shares of common stock ("Lock-up Shares"), or approximately 36% of the total issued and outstanding shares of common stock of the Company as of July 28, 2021.

Pursuant to the Lock-Up Agreements, the Insiders have agreed to lock up the common shares that they directly own or over which they exercise control or direction through January 28, 2022. The Insiders are comprised of select members of The Parent Company's leadership team, namely Steve Allan, CEO, Mike Batesole, CFO, Dennis O'Malley, COO and President of Caliva, Colin Brown, CLO, Shawn "JAY-Z" Carter, CVO and the entire Board of Directors, Michael AuerbachCarol BartzAl ForemanLeland HenschDaniel NeukommJeffry Allen, and Desiree Perez. The Lock-Up Agreements stipulate that the Stockholders will not sell, pledge, assign, transfer, hypothecate or otherwise dispose of any of the Lock-up Shares, or enter into any swap, hedge or engage in any short-selling of the Lock-up Shares, in addition to other restrictions. To date, the Insiders have not sold any common shares of the Company that they directly own or over which they exercise control or direction.

Michael Auerbach, Chairman of The Parent Company, commented, "I am pleased that the entirety of our Board and leadership team have agreed to extend our share lock-up period to send a strong signal to our shareholders, partners, and employees of our unwavering conviction and confidence in the long-term prospects of The Parent Company. The combination of some of the most well-known brands and products, together with our state-wide distribution networks and an industry-leading balance sheet makes us exceptionally well positioned to execute on our growth and consolidation strategies to lead the California cannabis market and beyond."

US Employee Buyback Agreements

In addition, the Company has entered into agreements (the "Buyback Agreements") with John Figueiredo, President of SISU, and two other employees (the "Employees") who had previously entered into automatic share disposition plans dated March 16, 2021 (together the "Employee Plans"). The Employee Plans were originally entered into for the purpose of covering tax obligations which resulted from acquisition of SISU in connection with the Company's qualifying transaction.

Under the terms of the Buyback Agreements,  the Company will provide for the purchase of a portion of the Employees' shareholdings over a period of 3 months at the prevailing market price, for the sole purpose of funding the Employees' tax liabilities. Concurrently, the Employees will immediately cancel the Employee Plans. During the term of the Buyback Agreements, the Employees have agreed to enter into lock-up agreements for their remaining shareholdings in the Company which are not impacted by the Buyback Agreement. The Company has entered into the Buyback Agreements which contemplate in aggregate the purchase of not more than 1.725 million shares at market value to relieve associated sales into the market. Any Company common shares repurchased pursuant to the Buyback Agreements will be canceled as to reduce the total number of issued and outstanding Company common shares.

About The Parent Company: 

The Parent Company is California's leading vertically integrated cannabis company combining best-in-class operations with leading voices in popular culture and social impact. The Parent Company brings together global icon and entrepreneur Shawn "JAY-Z" Carter, entertainment powerhouse ROC NATION, California's leading direct-to-consumer platform CALIVA, and leading cannabis manufacturer, LEFT COAST VENTURES, to form a cannabis industry leader for the post-prohibition era. Chief Visionary Officer Shawn "JAY-Z" Carter, one of the most recognized and celebrated entrepreneurs of our time, guides The Parent Company's brand strategy in partnership with ROC NATION, the world's preeminent entertainment company with a roster of culture-making artists, athletes, and influencers. The brands we build together will pave a new path forward for a legacy rooted in equity, access, and justice.

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