EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 27th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Nevada
This equity purchase agreement is entered into as of January 6, 2021 (this “Agreement”), by and between Andina Gold Corp., a Nevada corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”).
COMMON SHARE PURCHASE WARRANT Cryomass Technologies IncCommon Share Purchase Warrant • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Nevada
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pierre-Luc Marcotte, or his assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______, 2021 (the “Initial Issuance Date”) and on or prior to the close of business on _______, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cryomass Technologies Inc, a Nevada corporation (the “Company”) _________ common shares (the “Common Shares”) of the capital of the Company (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Employment Agreement (this “Agreement”) is made as of April 1st, 2021 (“Effective Date”), by and between Adina Gold Corp., a Nevada corporation (the “Employer”), and Christian Noël, an individual resident of Canada (the “Executive”). The signatories of this Agreement are referred to individually as a “Party” or collectively as the “Parties.”
ContractConvertible Term Note • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
CRYOMASS TECHNOLOGIES INC. Unaudited Pro Forma Condensed Combined Financial StatementsAsset Purchase Agreement • September 14th, 2021 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware
On June 22, 2021, CryoMass Technologies Inc.. (formerly known as Andina Gold Corp., the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cryocann USA Corp, a California corporation (“Cryocann”), pursuant to which Company acquired substantially all the assets of Cryocann, (the “Acquisition”). The Acquisition was consummated on June 23, 2021.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Third Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of the 1st day of May, 2021, by and between Andina Gold Corp., a Nevada corporation (the “Company”), and Patricia Kovacevic (“Employee”).
PURCHASE AGREEMENTPurchase Agreement • May 18th, 2018 • First Colombia Development Corp. • Cutlery, handtools & general hardware • Nevada
THIS PURCHASE AGREEMENT is entered into as of this 10th day of May, 2018 (the “Agreement”), by and among Grupo Jaque Ltd. (“Seller”), First Colombia Devco SAS (the “Company”), and First Colombia Development Corp., formerly AFC Building Technologies Inc. (“Purchaser”), all collectively referred to as the “Parties”.
Subscription AgreementSubscription Agreement • July 7th, 2021 • Andina Gold Corp. • Cutlery, handtools & general hardware • Nevada
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware
This Patent and Trademark Security Agreement (this “Agreement”), dated as of December 31, 2023, is made by and between Cryomass LLC having an address at 1001 Bannock Street, Suite 612, Denver, CO (each individually, jointly, severally, collectively, together with its permitted successors and assigns, the “Debtor”), and CRYM Co-Invest LP, a Delaware limited partnership (the “Secured Party”), having a business location at One World Trade Center, Suite 83G, New York, New York 10007.
EQUIPMENT LEASE AND NON-EXCLUSIVE PATENT LICENSE AGREEMENTEquipment Lease and Non-Exclusive Patent License Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Nevada
This Equipment Lease and Non-Exclusive Patent License (“Agreement”) is made as of May 10, 2024 (“Effective Date”) by and among CRYM Co-Invest Unit #2 LLC (“Lessor”), CryoMass LLC, a Colorado corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 USA (“CryoMass” or “Licensor”) on the one hand, and Seven Zero Seven, LLC, 175 N. Lenore Avenue, Willits, CA, 95490, and its affiliates (collectively, “Lessee”) on the other hand (each a “Party” and collectively the “Parties”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 30th, 2021 • Andina Gold Corp. • Cutlery, handtools & general hardware • Colorado
THIS SEPARATION AGREEMENT AND CONSULTING (hereinafter referred to as the “Agreement”) is made and entered into effective as of February 26, 2020, by and between Christopher Hansen (as used herein, “Hansen”, which also includes Christopher Hansen and his legal representatives, agents, heirs, executors, administrators, successors and assigns), and Redwood Green Corp., its divisions, parents, subsidiaries, affiliates or related companies, its and their past, present and future officers, directors, shareholders, trustees, insurers, attorneys, legal representatives, employees and agents and all of its and their respective heirs, executors, administrators, and successors and assigns (hereinafter, “Company”) (Hansen and Company are collectively referred to herein as the “Parties”), for the following purpose and with reference to the following background information:
EQUIPMENT PURCHASE AND SALE AGREEMENTEquipment Purchase and Sale Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware
This Equipment Purchase and Sale Agreement (the “Agreement”) is made and effective as of this 9th day of May 2024 (the “Effective Date”), by and between Cryomass LLC, a Colorado corporation (“Seller”) and CRYM Co-Invest Unit #2 LLC (“Buyer”) (each a “Party” and collectively the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2012 • Auto Tool Technologies Inc. • Ontario
THIS AGREEMENT is made and entered into the 30th day of December, 2011 by and between DSL Products Ltd., a corporation formed under the laws of the Province of Ontario (hereinafter referred to as "DSL"), and Cindy Kelly and Associates, an Ontario business (#831933874), hereinafter referred to as "Contractor"),
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 24, 2020, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND PHILIP BLAIR MULLINEmployment Agreement • July 14th, 2023 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Virginia
This Second Amendment to the Amended and Restated Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp and, respectively, Redwood Green Corp (the “Employer”), and Philip Blair Mullin (“Employee”) (collectively, the “Parties”) dated June 24, 2020 (the “Agreement”), is made and effective as of this 10st day of July 2023 by and between the Parties (the “Second Amendment”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 4th, 2019 • First Colombia Development Corp. • Cutlery, handtools & general hardware • Colorado
FIRST COLOMBIA DEVELOPMENT CORP., a company incorporated under the laws of the State of Nevada, having an address at 3020 Bridgeway, Suite 505, Sausalito, California 94965
THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 24, 2020, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND PHILIP BLAIR MULLINEmployment Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Third Amendment to the Amended and Restated Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp and, respectively, Redwood Green Corp (the “Employer”), and Philip Blair Mullin (“Employee”) (collectively, the “Parties”) dated June 24, 2020 (the “Agreement”), is hereby made and effective as of this 26th day of February 2024 by and between the Parties (the “Second Amendment”).
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2023 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Fourth Amended and Restated Employment Agreement (the “Agreement”) is made, entered into and effective as of the 10th day of July 2023, by and between Cryomass Technologies Inc, a Nevada corporation (the “Company”), and Patricia Kovacevic (“Employee”).
ASSET PURCHASE AGREEMENT by and among PARENT, BUYER, SELLER, and THE PRINCIPAL SHAREHOLDERS (each as defined herein) June 22, 2021Asset Purchase Agreement • June 28th, 2021 • Andina Gold Corp. • Cutlery, handtools & general hardware • Colorado
This ASSET PURCHASE AGREEMENT, dated as of June 22, 2021 is by and among ANDINA GOLD CORP., a Nevada corporation (“Parent”), GENERAL EXTRACT, LLC, a Colorado limited liability company (“Buyer”), CRYOCANN USA CORPORATION, a California corporation (“Seller”), STEVEN CIMINI (“Cimini”) and MATT ARMSTRONG (“Armstrong”). Each of Cimini and Armstrong is a “Principal Shareholder” and, together, are the “Principal Shareholders.” Each of Parent, Buyer, Seller and the Principal Shareholders is a “Party” and, together, are the “Parties.”
PLAN OF MERGERPlan of Merger • July 27th, 2021 • Andina Gold Corp. • Cutlery, handtools & general hardware
This Plan of Merger is made this 15th day of July 2021, by and between Andina Gold Corp, a Nevada corporation (“Parent”) and Cryomass Technologies Inc, a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”), pursuant to which Sub will merge with and into Parent pursuant to the applicable provisions of the Section 92A:180 of the Nevada Revised Statutes (the “NRS”). This Plan of Merger is entered into pursuant to the July 9, 2021, Written Consent of the Board of Directors of Andina Gold Corp by Unanimous Consent in Lieu of a Meeting Pursuant to the Provisions of the Nevada Revised Statutes.
PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENTPatent License and Equipment Rental Agreement • August 21st, 2023 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Nevada
This Patent License and Equipment Rental Agreement (“Agreement”) is made as of August 18, 2023 (“Effective Date”) by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 (“Licensor”), on the one hand, and RubberRock Inc, and its affiliates (collectively, “Licensee”) on the other hand (each a “Party” and collectively the “Parties”).
MARKETING SERVICES AGREEMENTMarketing Services Agreement • September 4th, 2019 • First Colombia Development Corp. • Cutlery, handtools & general hardware • Colorado
THIS MARKETING SERVICES AGREEMENT (this “Agreement”) is entered into as of the 5th day of August, 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Holdco LLC, a Colorado limited liability (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”
Agreement to provide CFO, accounting, and M&A services.Engagement Letter • August 12th, 2019 • First Colombia Development Corp. • Cutlery, handtools & general hardware • North Carolina
This engagement letter is issued between First Colombia Development Corp. (“Company,” “you,” “your”) and Somerset Associates LLC (“The Firm,” “we,” “our,” “us”), effective June 18, 2019 (“Agreement”) in order to better understand each party’s obligations.
PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENTPatent License and Equipment Rental Agreement • March 24th, 2023 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Nevada
This Patent License and Equipment Rental Agreement (“Agreement”) is made as of January 16, 2023 (“Effective Date”) by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 (“Licensor”), on the one hand, and RedTape Core Partners LLC and their affiliates, with its principal offices at 8 The GRN STE A, Dover DE 19901 (collectively, “Licensee”), and Coastal Refinement Solutions Inc., a California corporation, with offices at 1636 Del Monte Blvd, Seaside, California (“First Sublicensee”) on the other hand.
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JULY 15, 2021, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND PATRICIA KOVACEVICEmployment Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Amendment to the Third Amended and Restated Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp (the “Employer”), and Patricia Kovacevic (“Employee”) (collectively, the “Parties”) dated July 15, 2021 (the “Agreement”), is made and effective as of this 13th day of December 2021 by and between the Parties (the “Amendment”).
AMENDMENT TO THE PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENTPatent License and Equipment Rental Agreement • January 16th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware
This January 9, 2024 Amendment (“Amendment”) to the Patent License and Equipment Rental Agreement ("Agreement") dated August 18, 2023 ("Effective Date") by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 ("Licensor"), on the one hand, and RubberRock Inc, a California company with offices at 740 105th Ave, Oakland, CA 94603 and its affiliates (collectively, "Licensee") on the other hand (each a “Party” and collectively the “Parties”).
RELEASE AGREEMENTRelease Agreement • March 30th, 2021 • Andina Gold Corp. • Cutlery, handtools & general hardware
THIS RELEASE AGREEMENT (this “AGREEMENT”) is made by and between Redwood Green Corp., a corporation organized and existing under the laws of the State of Nevada, with its principal place of business located at 866 Navajo Street, Denver, CO 80204 (“RGC”) and Michael Saxon, an individual residing at 581 Manakin Towne Place, Manakin-Sabot, VA 23103 (“EXECUTIVE”). For purposes of this AGREEMENT, “EMPLOYER” shall include RGC and all of its divisions, parents, subsidiaries, affiliates or related entities, its and their past, present and future officers, directors, trustees, members, shareholders, partners, insurers, attorneys, legal representatives, employees and agents and all of its and their respective heirs, executors, administrators, successors and assigns.
FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Fifth Amended and Restated Employment Agreement (the “Agreement” or “Amendment”) is made, entered into and effective as of the 26th day of February 2024, by and between Cryomass Technologies Inc, a Nevada corporation (the “Company”), and Patricia Kovacevic (“Employee”).
RESTATED AND AMEDED ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
THIS RESTATED AND AMENDED ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into as of the 31st day of December 2021 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Meds Inc., a Colorado corporation and successor in interest to Good Acquisition Co (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”
AMENDED AND RESTATED LOAN AGREEMENT AND SECURED PROMISSORY NOTELoan Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware
THIS AMENDED AND RESTATED LOAN AGREEMENT AND SECURED PROMISSORY NOTE (the “Loan Agreement” or this “Agreement”) is made this 31st day of December, 2023, by and among CRYM Co-Invest LP, a Delaware limited partnership (hereinafter, known as “Lender”) and CryoMass Technologies Inc., a Nevada corporation, and Cryomass LLC, a Colorado limited liability company (hereinafter, each individually, and collectively jointly and severally, known as “Borrower”). Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Loan Agreement, the entire document must be read as a whole.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 4th, 2019 • First Colombia Development Corp. • Cutlery, handtools & general hardware • Colorado
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into as of the _____day of August , 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Acquisition Co., a Colorado corporation (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 4th, 2019 • First Colombia Development Corp. • Cutlery, handtools & general hardware • Colorado
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of the 5th day of August, 2019 (the "Effective Date"), between Critical Mass Industries LLC, a Colorado limited liability company (“Company”), and Good Holdco LLC, a Colorado limited liability company (“Contractor”). Company and Contractor are sometimes hereinafter referred to singularly as a “Party,” and collectively as the “Parties.”
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 24, 2020, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND PHILIP BLAIR MULLINEmployment Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Amendment to the Amended and Restated Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp and, respectively, Redwood Green Corp (the “Employer”), and Philip Blair Mullin (“Employee”) (collectively, the “Parties”) dated June 24, 2020 (the “Agreement”), is made and effective as of this 13th day of December 2021 by and between the Parties (the “Amendment”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED APRIL 1, 2021, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND CHRISTIAN NOËLEmployment Agreement • February 14th, 2022 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Amendment to the Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp (the “Employer”), and Christian Noël (“Executive”) (collectively, the “Parties”) dated April 1, 2021 (the “Agreement”), is made and effective as of this 13th day of December 2021 by and between the Parties (the “Amendment”).
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED APRIL 1, 2021, BY AND BETWEEN CRYOMASS TECHNOLOGIES INC AND CHRISTIAN NOËLEmployment Agreement • June 14th, 2024 • Cryomass Technologies, Inc. • Cutlery, handtools & general hardware • Colorado
This Second Amendment to the Employment Agreement by and between Cryomass Technologies Inc, a Nevada corporation, formerly known as Andina Gold Corp (the “Employer”), and Christian Noël (“Executive”) (collectively, the “Parties”) dated April 1, 2021 and as subsequently amended as of December 31, 2021, (the “Agreement”), is made and effective as of this 22nd day of February 2024 by and between the Parties (the “Amendment”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 9th, 2012 • Auto Tool Technologies Inc. • Ontario
ROSSLAND ASSET MANAGEMENT LTD., an Ontario corporation, having its registered and records office at 200- 252 Pall Mall Street, London, Ontario, N6A 5P6
