EX-99.4 5 ss4719516_ex9904.htm VOTING SUPPORT AGREEMENT BETWEEN SNDL INC. AND TANVI BHANDARI

Exhibit 99.4

 

 

SUPPORT AGREEMENT

Dear Sir/Madam:

Re:Transaction involving 1CM Inc. and SNDL Inc. for the Purchase of Certain Assets

Reference is made to the arrangement agreement dated as of the date hereof (the "Arrangement Agreement") between SNDL Inc. ("SNDL") and 1CM Inc. (the "Company" or “Vendor”), which contemplates the purchase of certain assets held by 1CM Inc (collectively, the "Transaction"). All capitalized terms not defined herein shall have the meanings attributed thereto in the Arrangement Agreement.

We understand that you (the "Company Shareholder") beneficially own, directly or indirectly, or exercise control or direction over, the number of common shares in the capital of the Company ("Common Shares") set forth in your acceptance below (collectively, the "Subject Securities"). For the purposes of this Agreement, the term "Subject Securities" shall be deemed to include any Common Shares issued to the Company Shareholder after the date hereof pursuant to the exercise, vesting, redemption or settlement, as applicable, of any options, share units, warrants or other convertible securities and all Common Shares, if any, which may be issued to or otherwise acquired by the Company Shareholder after the date hereof.

In consideration for SNDL entering into an Arrangement Agreement with the Company, the Company Shareholder hereby agrees to be bound by the terms set forth in "Terms of Support Agreement between Shareholders of 1CM Inc and SNDL Inc.", attached hereto and forming a part hereof.

Yours truly,

SNDL INC.
   
   
Per: /s/ Zachary George
 

Name: Zachary George

Title: Chief Executive Officer

 

 

Per: /s/ Alberto Paredero Quiros
 

Name: Alberto Paredero Quiros

Title: Chief Financial Officer:

 

 

[Remainder of Page Left Intentionally Blank]

 

 

 

   

 

 

Acceptance

The foregoing is hereby accepted as of and with effect from the 9th day of April, 2025 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or exercises control or direction over, the Subject Securities indicated below.

 

/s/ Lucas Leone

/s/ Tanvi Rajnish Bhandari

Witness

Name: Tanvi Rajnish Bhandari

Title: Director & Chief Executive Officer

 

 

15,000,000

 

(insert number of Company Shares owned, controlled or directed)

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

Terms of Support Agreement
between Shareholders of 1CM Inc. and SNDL Inc.

1.Covenants of the Company Shareholder

By the acceptance of this letter agreement, the Company Shareholder hereby irrevocably and unconditionally agrees, from the date hereof until this letter agreement is terminated pursuant to paragraph 5 of this letter agreement:

(a)not to sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Securities, provided that: (i) the foregoing restriction shall not prevent the Company Shareholder from exercising any of the Subject Securities in accordance with their terms; and (ii) the Company Shareholder may sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Securities to a Related Person provided that such Related Person enters into an agreement with SNDL on the same terms as this letter agreement, or otherwise agrees with SNDL to be bound by the provisions hereof or as otherwise consented to by SNDL, which consent may be arbitrarily withheld. For the purposes hereof, "Related Person" means: (i) a spouse, common-law partner, parent, grandparent, brother, sister or child of the Company Shareholder; (ii) a corporation or family trust if all of the voting securities of such corporation are held by, or all the beneficiaries of such trust are, one or more of the persons referred to in clause (i); (iii) an "associate" or "affiliate" within the meaning of the Securities Act (Ontario); or (iv) a Person whose securities are beneficially owned or controlled by substantially similar persons that beneficially own or control the securities of the Company Shareholder;
(b)to do all such things and to take all such steps as may reasonably be required to be done or taken by the Company Shareholder to vote, or cause to be voted, all of the Subject Securities having voting rights in respect of the Transaction in favor of the Transaction resolution and any and all related matters to be put before the Company Shareholders, and to be voted to oppose any proposed action by any Person whatsoever which could reasonably be expected to prevent, impede or delay the completion of the Transaction and the transactions contemplated by the Arrangement Agreement, and in accordance with the foregoing, to deliver or cause to be delivered a duly executed and irrevocable (except upon termination of this letter agreement in accordance with its terms) form of proxy or, with respect to any Subject Securities held through an investment dealer, financial institution or similar intermediary, voting instruction form, in respect of any such matter not less than five (5) Business Days prior to the date of any such Vendor Meeting;
(c)not to solicit, initiate or encourage inquiries, submissions, proposals or offers from any other Person relating to, or participate in any negotiations regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with or assist or participate in or facilitate or encourage any effort or attempt with respect to: (i) any Vendor Acquisition Proposal; (ii) except as provided by the terms of this letter agreement, the direct or indirect acquisition or disposition of all or any of the Subject Securities; (iii) requisitioning or joining in any requisition of any meeting of securityholders of the Company; or (iv) any action of any kind, directly or indirectly, which is inconsistent with the successful completion of the Transaction, could reasonably be expected to prevent or reduce the success of, or delay or interfere with the completion of, the Transaction and the other transactions contemplated by the Arrangement Agreement or this letter agreement;
 
   

 

 
(d)not to exercise any shareholder rights or remedies available at common law or pursuant to corporate Laws or Securities Laws to delay, hinder, upset or challenge the Transaction; and
(e)not do indirectly that which the Company Shareholder may not do directly by the terms of this letter agreement, including through any Person directly or indirectly owned, controlled or directed by the Company Shareholder.

It is acknowledged that the covenants of the Company Shareholder set forth in paragraphs 1(d) and (e) relate to the Company Shareholder acting solely in the capacity of a holder of the Subject Securities and not as a director or officer of the Company and shall not restrict, limit or prohibit such Company Shareholder from properly fulfilling their fiduciary duties in the capacity of a director and/or officer of the Company.

2.Representations and Warranties of the Company Shareholder

The Company Shareholder represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereof:

(a)the Company Shareholder is the beneficial owner of, or exercises control or direction over, the Subject Securities and has the power, authority and right to enter into this letter agreement;
(b)none of the Subject Securities are, or will be at the time of the Company Meeting, subject to any voting trust or voting agreement (other than this letter agreement), and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given by the Company Shareholder for the purpose of fulfilling the Company Shareholder's obligations hereunder;
(c)no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities);
(d)this letter agreement has been duly executed and delivered by the Company Shareholder, and assuming the due execution and delivery by SNDL, constitutes a valid and binding obligation of the Company Shareholder enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally and to general principles of equity;
(e)neither the entering into of this letter agreement nor the performance by the Company Shareholder of any of the Company Shareholder's obligations under this letter agreement will constitute a breach of any agreement to which the Company Shareholder is a party or by which any of the Company Shareholder's assets or properties (including the Subject Securities) are bound; and
 
   

 

 
(f)there are and, at all times up to and including the date of the Company Meeting, will be no restrictions on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolution.
3.Representations, Warranties and Covenants of SNDL

SNDL hereby represents and warrants to, and covenants with, the Company Shareholder that:

(a)SNDL is duly authorized to execute and deliver this letter agreement and the Arrangement Agreement; and
(b)upon acceptance by the Company Shareholder of this letter agreement, this letter agreement will be a valid and binding agreement, enforceable against SNDL in accordance with its terms and the execution of this letter agreement will not constitute a violation of or default under, or conflict with, any restriction of any kind or any contract, commitment, agreement, understanding or arrangement to which SNDL is a party or by which it is bound.
4.Expenses

SNDL and the Company Shareholder agree to pay their own respective expenses incurred in connection with this letter agreement.

5.Termination

It is understood and agreed that the respective rights and obligations hereunder of SNDL and the Company Shareholder shall cease and this letter agreement shall terminate on the earlier of: (a) the Effective Date; (b) the date that the Arrangement Agreement is terminated; (c) the Outside Date; or (d) the date that the Transaction is not approved by the Company Shareholders at the Vendor Meeting.

6.Notices

Any notice, consent, direction or other communication given regarding the matters contemplated by this letter agreement (each a "Notice") must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a)to the Company Shareholder at:

Tanvi Bhandari

c/o 1CM Inc.

505-82 Laird Dr, Toronto ON M4G 3V1

 

Attention:        Tanvi Bhandari

Email:            tanvi@tcann.ca

   

 

 

(b)to SNDL at:

SNDL Inc.
17220 Stony Plain Road NW, Suite 101

Edmonton, AB T5S 1K6

 

Attention:        Matthew Husson

Email:           matthew.husson@sndl.com

with a copy to:

McCarthy Tétrault LLP

66 Wellington Street West, Suite 5300

Toronto, ON M5K 1E6


Attention:     Ranjeev Dhillon / Rami Chalabi
Email:         rdhillon@mccarthy.ca / rchalabi@mccarthy.ca


A Notice is deemed to be given and received: (i) if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; and (ii) if sent by overnight courier, 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 deemed not to be changed. Sending a copy of a Notice to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a party.

7.Amendment

Except as expressly set forth herein, this letter agreement constitutes the entire agreement between the parties and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

8.Assignment

No party to this letter agreement may assign any of its rights or obligations under this letter agreement without the prior written consent of the other party. The above notwithstanding, SNDL may assign all or any part of its rights or obligations under this letter agreement and any agreements ancillary hereto to one or more of its direct or indirect wholly-owned subsidiaries, affiliates or any combination thereof.

9.Severability

If any provision of this letter agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this letter agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

   

 

 

10.Disclosure

Prior to the first public disclosure of the existence and terms and conditions of this letter agreement, neither party hereto shall disclose the existence of this letter agreement, or any details hereof, to any person other than SNDL or the Company, or their respective directors, officers and advisors, without the prior written consent of the other party hereto, except to the extent required by Law. The existence and terms and conditions of this letter agreement may be disclosed by SNDL and the Company in the news release of the Company announcing the Transaction, in the Vendor Circular prepared in respect of the Vendor Meeting and as otherwise required by Law (including by filing on SEDAR and/or EDGAR, as applicable).

11.Enurement

This letter agreement will be binding upon and enure to the benefit of SNDL, the Company Shareholder and their respective executors, administrators, successors and permitted assigns.

12.Governing Law and Attornment

This letter agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

13.Time of the Essence

Time shall be of the essence of this letter agreement.

14.Remedies

The Company Shareholder agrees that if this letter agreement is breached, or if a breach hereof is threatened, damages may be an inadequate remedy, and therefore, without limiting any other remedy available at Law or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof shall be available to SNDL.

15.Further Assurances

The Company Shareholder shall from time to time and at all times hereafter at the request of SNDL, acting reasonably, but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this letter agreement.

   

 

 

16.Counterparts

This letter agreement may be signed in counterparts which together shall be deemed to constitute one valid and binding agreement and delivery of such counterparts may be effected by means of facsimile or scanned e-mail.

This letter agreement shall be effective and enforceable in accordance with its terms as of the date that the Arrangement Agreement is executed by the parties thereto.