Brazil Potash Corp. Sample Contracts

Broker-Dealer Agreement
Broker-Dealer Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of January 17, 2020 (the “Effective Date”):

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LOAN AGREEMENT
Loan Agreement • April 30th, 2021 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a corporation existing pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Borrower”)

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

WHEREAS pursuant to a loan agreement dated 29th October 2019 (the “Original Loan Agreement”) the Lender agreed to lend and the Borrower agreed to borrow US$1,000,000 subject to the terms and conditions contained therein;

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INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, and having a registered office at 800 – 65 Queen Street West, Toronto, Ontario, M5H 2M5

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SERVICE AGREEMENT
Service Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA., limited liability company, registered with the CNPJ/MF under no. 10.971.768/0001-66, headquartered in Manaus/AM, located at Rua Rio Içá, nº. 310, Sl 105, Bairro Nossa Senhora das Graças, CEP: 69053-100, herein represented in the form of its articles of association, hereinafter individually referred to as “CONTRACTING PARTY”; and

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AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 18th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

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CONSULTING AGREEMENT
Consulting Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
LOAN AGREEMENT
Loan Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Rd, Toronto, Ontario, M5R 1J2

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made as of the 1st day of November, 2021.
Independent Contractor Agreement • May 2nd, 2022 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, Ontario, M5R 1J2

Sample 1
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORPORATION, a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
LOAN AGREEMENT
Loan Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5

Sample 1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • April 28th, 2023 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited liability company, enrolled with the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Iça, No. 310, 1st floor, room 105, Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

Sample 1
Amended and Restated Broker-Dealer Agreement
Broker-Dealer Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Amended and Restated Broker-Dealer Agreement (together with exhibits and schedules, this “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of as of the 15th day of June 2021 (the “Effective Date”):

Sample 1
LOAN AGREEMENT
Loan Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 18th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made as of the 1st day of November, 2021.
Independent Contractor Agreement • May 2nd, 2022 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

Sample 1
LOAN AGREEMENT
Loan Agreement • September 20th, 2021 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Rd, Toronto, Ontario, M5R 1J2

Sample 1
LOAN AGREEMENT
Loan Agreement • April 30th, 2021 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
LOAN AGREEMENT
Loan Agreement • March 18th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a corporation existing pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Borrower”)

Sample 1
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AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • April 28th, 2023 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited liability company registered with the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Içá, No. 310, 1st floor, room 105, municipality Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

Sample 1
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 18th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, and having an office at 65 Queen Street West, 8th Floor, Toronto, Ontario, M5H 2M5

Sample 1
Amended and Restated Broker-Dealer Agreement
Broker-Dealer Agreement • June 25th, 2021 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Amended and Restated Broker-Dealer Agreement (together with exhibits and schedules, this “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of as of the 15th day of June 2021 (the “Effective Date”):

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made as of the 1st day of January, 2022.
Independent Contractor Agreement • May 2nd, 2022 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, Ontario, M5R 1J2

Sample 1
Amended and Restated Broker-Dealer Agreement
Broker-Dealer Agreement • June 11th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of June 8, 2020 (the “Effective Date”):

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 18th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • April 28th, 2023 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited company registered in the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Içá, no. 310, 1st floor, room 105, district Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP. a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

Sample 1
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

Sample 1
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • May 5th, 2020 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, and having an office at 65 Queen Street West, 8th Floor, Toronto, Ontario, M5H 2M5

Sample 1
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