LAIRD SUPERFOOD, INC.
THIS STOCKHOLDER AGREEMENT (this Agreement) is made and entered into as of April 13, 2020 (the Effective Date), by and between Laird Superfood, Inc., a Delaware corporation (the Company), and Danone Manifesto Ventures, PBC (Investor).
WHEREAS, the Company and Investor are parties to that certain Series B-1 Preferred Stock Purchase Agreement, dated as of even date herewith (as amended, restated, or otherwise modified from time to time, the Purchase Agreement), pursuant to which Investor is acquiring shares of the Companys Series B-1 Preferred Stock, $0.001 par value per share; and
WHEREAS, in connection with entering into the Purchase Agreement, the Company and Investor desire to enter into this Agreement, pursuant to which Investor shall have the right to (i) purchase shares of the Companys Common Stock, $0.001 par value per share (Common Stock), in connection with the IPO (as defined below), (ii) designate a member of the Board (as defined below) and (iii) designate a representative as an observer of the Board, in each case subject to the terms and conditions herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. CERTAIN DEFINED TERMS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. For purposes of this definition, the term control, when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise; provided, for the avoidance of doubt, that a Person owning or controlling a minority interest in another Person by means of a minority investment (or a functional equivalent which would reasonably be understood to represent a minority investment or minority interest in a partnership or other entity) shall not be deemed to control such other Person.
1.2 Board means the Companys board of directors.
1.3 Exchange Act means the Securities Exchange Act of 1934, as amended.
1.4 FINRA means the Financial Industry Regulatory Authority, Inc. and any successor organizations or entities thereto.