CERES Coin LLC Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 1st, 2020 • CERES Coin LLC • Finance services • Delaware

The undersigned (individually and collectively, as applicable; the “Investor”), intending to be legally bound and has executed and delivered this SUBSCRIPTION AGREEMENT (this “Agreement”) as of the date identified on the signature page to this Agreement; provided that this Agreement will not become effective unless and until it has been duly accepted (in whole or in part) by CERES COIN LLC, a Delaware limited liability company (the “Company”).

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Contract
Token Agreement • March 7th, 2024 • CERES Coin LLC • Finance services • Delaware

THE “TOKENS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE TOKEN HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “TOKEN HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE TOKEN HOLDER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE TOKEN HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE TOKEN HOLDER AND BIND THE TOKEN HOLDER TO ITS TERMS. IF THE TOKEN HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY TOKENS TO THE TOKEN HOLDER.

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LIMITED LIABILITY COMPANY AGREEMENT CM SOLUTIONS LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware

This Limited Liability Company Agreement (collectively with all schedules and exhibits hereto, as amended and/or restated from time to time, this “Agreement”) of CM Solutions LLC, a Delaware limited liability company agreement (the “Company”) is made and entered into as of April 18th, 2018 (the “Effective Date”) by and among the Persons whose names and addresses are listed on the Schedule of Members attached hereto as Schedule A (the “Schedule of Members”). Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.

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Contract
Coin Holder Agreement • July 1st, 2020 • CERES Coin LLC • Finance services • Delaware

THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN HOLDER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN HOLDER AND BIND THE COIN HOLDER TO ITS TERMS. IF THE COIN HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN HOLDER.

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EXHIBIT B COIN RIGHTS AGREEMENT See Attached
Coin Rights Agreement • December 23rd, 2019 • CERES Coin LLC • Finance services • Delaware

THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN HOLDER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN HOLDER AND BIND THE COIN HOLDER TO ITS TERMS. IF THE COIN HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN HOLDER.

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EXHIBIT A TOKEN RIGHTS AGREEMENT See Attached
Token Rights Agreement • December 23rd, 2019 • CERES Coin LLC • Finance services • Delaware

THE “TOKENS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE TOKEN HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “TOKEN HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE TOKEN HOLDER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE TOKEN HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE TOKEN HOLDER AND BIND THE TOKEN HOLDER TO ITS TERMS. IF THE TOKEN HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY TOKENS TO THE TOKEN HOLDER.

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INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Independent Contractor Services Agreement • October 20th, 2023 • CERES Coin LLC • Finance services • New York

THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) dated as of April 1, 2023 (the “Effective Date”), is entered into between Columbia Care Inc., a British Columbia corporation (“Columbia Care”), and Ceres Coin LLC, a Delaware Limited Liability Company (“Contractor”). Each of Columbia Care and Contractor may be referred to individually as a “Party”, and, collectively, as the “Parties”.

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Limited Liability Company Agreement of CoolMellon, LLC, a Limited Liability Company
Limited Liability Company Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Texas
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PRIVATE INVESTMENT AGREEMENT
Private Investment Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware

THIS CERTIFIES THAT, effective as of this ____ day of __________, 2018 and in exchange for the payment of the “Purchase Price” (as defined below) made by [Investor Name] (the “Investor”), to CERES COIN LLC, a Delaware limited liability company (the “Company”) pursuant to the “Purchase Agreement” (as defined below), the Company hereby issues and delivers this PRIVATE INVESTMENT AGREEMENT (this “PIA”) to the Investor.

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CONTRIBUTION AND SUBSCRIPTION AGREEMENT
Contribution and Subscription Agreement • February 7th, 2024 • CERES Coin LLC • Finance services • Delaware

This Contribution and Subscription Agreement (said agreement, as the same may be amended, restated or other modified from time to time, herein called this “Agreement”) is entered into as of January 30th, 2024, between CM Solutions LLC, a Delaware limited liability company (the “Contributor”) and Clearfield Communications, LLC, a Delaware limited liability company (the “Company”). Contributor and the Company are referred to collectively herein as the “Parties” and individually as a “Party.”

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EXHIBIT A TOKEN RIGHTS AGREEMENT See Attached
Token Rights Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware

THE “TOKENS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE TOKEN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “TOKEN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE TOKEN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE TOKEN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE TOKEN-HOLDER AND BIND THE TOKEN-HOLDER TO ITS TERMS. IF THE TOKEN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY TOKENS TO THE TOKEN-HOLDER.

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OPERATING AGREEMENT
Operating Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware

This OPERATING AGREEMENT (this “Agreement”) is made as of November 15, 2017, by and among CERES COIN LLC, a Delaware limited liability company (the “Company”), each of the Managers (as hereinafter defined) and each Member (as hereinafter defined) identified on Schedule A attached hereto and made a part hereof (as the same may be amended, modified, supplemented and/or replaced from time to time).

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EXHIBIT B COIN RIGHTS AGREEMENT See Attached
Coin Rights Agreement • December 13th, 2018 • CERES Coin LLC • Finance services • Delaware

THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN-HOLDER AND BIND THE COIN-HOLDER TO ITS TERMS. IF THE COIN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN-HOLDER.

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EXHIBIT B COIN RIGHTS AGREEMENT See Attached
Coin Rights Agreement • April 16th, 2019 • CERES Coin LLC • Finance services • Delaware

THE “COINS” (AS DEFINED BELOW) ARE PROVIDED SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE COIN-HOLDER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. THE “COIN-HOLDER” (AS DEFINED BELOW): (A) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) THE COIN-HOLDER OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF THE COIN-HOLDER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON AGREEING TO THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COIN-HOLDER AND BIND THE COIN-HOLDER TO ITS TERMS. IF THE COIN-HOLDER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY (AS DEFINED BELOW) WILL NOT AND DOES NOT AGREE TO OFFER AND/OR SELL ANY COINS TO THE COIN-HOLDER.

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