Amended and Restated Broker-Dealer AgreementBroker-Dealer Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Chemesis International, Inc. (“Client”) a Vancouver, 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 16, 2020 (the “Effective Date”):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2020 • Chemesis International Inc.
CHEMESIS INTERNATIONAL INC.(the “Issuer”) SUBSCRIPTION AGREEMENTSubscription Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops
The Issuer is offering units (each, a “Unit”) on a non-brokered private placement basis at a price of US$0.50 per Unit. Each “Unit” will consist of one (1) common share of the Issuer (each, a “Share”) and one common share purchase warrant (each whole warrant, a “Warrant” and collectively, the “Warrants”) with each Warrant entitling the holder thereof to purchase one additional common share (subject to adjustment for stock splits, stock dividends and the like) (each, a “Warrant Share”) of the Issuer at a price of US$0.75 per Warrant Share. The Warrants are exercisable immediately and terminating on the date that is the twenty-four (24) month anniversary of the listing of the additional common shares sold in the offering on the Canadian Securities Exchange or other recognized securities exchange.. The Units will be offered pursuant to exemptions from the registration and prospectus requirements of applicable securities legislation. The Subscriber must be purchasing as principal or deemed
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2020 • Chemesis International Inc. • Puerto Rico
This Asset Purchase Agreement (the “Agreement”) is made and entered into in the city of San Juan, Puerto Rico, effective as of September 9, 2019 (the “Effective Date”) by and between CARIBBEAN GREEN, LLC a limited liability company organized under the laws of Puerto Rico (“CG”); hereinafter referred to as the Seller; NATURAL VENTURES, LLC, a limited liability company organized under the laws of Puerto Rico (“NV”), EDGAR MONTERO GORTAREZ (“Montero”), CHEMESIS INTERNATIONAL, INC. a corporation organized under the laws of Vancouver, British Columbia (“Chemesis” and collectively with Montero, the “Guarantors”).
ARRANGEMENT AGREEMENTArrangement Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
WHEREAS Chemesis and Spinco have agreed to proceed with a reorganization transaction by way of Plan of Arrangement whereby, among other things, Chemesis will undertake a reorganization and spin-out of certain of its assets to Spinco;
MANAGED STRIP SERVICES AGREEMENTManaged Strip Services Agreement • May 19th, 2020 • Chemesis International Inc. • Nevada
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereby agree as follows:
CONSULTING AGREEMENT made effective as of the 1st day of July, 2018Consulting Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
Whereas the Company wishes to contract with the Consultant for its services on a non-exclusive basis on the terms and conditions that follow and the Consultant wishes to be so retained;
INVESTMENT AGREEMENTInvestment Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops • Ontario
Alumina Partners (Ontario) Ltd. (the “Investor”) proposes to purchase, and Chemesis International Inc. (the “Company” or the “Issuer”) proposes to sell, on a private placement basis completed in tranches (each a “Tranche”), over a twenty-four (24) month period commencing on the date hereof (the “Term”), Units (as defined below) of the Company comprised of common shares in the capital of the Company (each, a “Common Share”) and Warrants (as defined below). The maximum aggregate purchase price for the Units over the Term is Twenty- Five Million Dollars (CDN$25,000,000). The proposed issuance of Common Shares and Warrants in each Tranche is sometimes referred to herein as a unit (each a “Unit” and collectively, the “Units”) (collectively the above financing is referred to as the “Offering”). Each Unit issuable pursuant to this Investment Agreement shall be comprised of one (1) Common Share and one (1) Warrant.
MANAGEMENT SERVICES CONTRACTManagement Services Agreement • May 19th, 2020 • Chemesis International Inc. • Puerto Rico
This Management Services Agreement (the “Agreement”) is made and entered into effective as of September 9, 2019 (“Effective Date”) by and between Caribbean Green, LLC (“CG”), a limited liability company and organized and operating under the laws of the Commonwealth of Puerto Rico and Natural Ventures, LLC (“NV”), a limited liability company, organized and operating under the laws of the Commonwealth of Puerto Rico.
Attention: Troy Nihart, President and Chairman Dear Sir: Re: Option Agreement – Project 1493, LLCOption Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
Further to the indicative term sheet (the “Term Sheet”) between Chemesis International Inc. (“Chemesis”) and GSRX Industries Inc. (“GSRX”), which sets forth out the general terms for the grant by Project 1493, LLC (“1493”) to Chemesis’ subsidiary, Natural Ventures PR, LLC (“NVPR”), an option (the “Option”) under which NVPR, or its Affiliate, can acquire 100% of the issued and outstanding membership interest of 1493 (the “1493 Membership Interest”), the agreement (“Agreement”) is intended to set forth, on a definitive basis, our agreement regarding the Option (the “Transaction”). This Agreement is binding and enforceable between the Parties and will remain in full force and effect unless and until terminated in accordance with the terms hereof.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONStock Purchase Agreement • May 19th, 2020 • Chemesis International Inc. • Puerto Rico
This stock purchase agreement and plan of reorganization (the “Agreement”) is made and entered into as of May 29, 2018 (the “Effective Date”), by, between, and among:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2020 • Chemesis International Inc.
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
ANDALUCIA 511, LLC, a limited liability company existing under the laws of Puerto Rico and having an office at 1301 E Debbie Lane 102-160, Mansfield, Texas 76063
AMENDMENT TO STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATIONStock Purchase Agreement • May 19th, 2020 • Chemesis International Inc. • Puerto Rico
This amendment to stock purchase agreement and plan of reorganization (the “Amendment”) is made and entered into as of the effective date of December 6, 2018, by, between, and among:
CHEMESIS INTERNATIONAL INC. - and - GEM YIELD BAHAMAS LTD. - and - GEM GLOBAL YIELD FUND LLC SCS - and - THE SHARE LENDERS DIRECT PLACEMENT AGREEMENT DIRECT PLACEMENT AGREEMENTDirect Placement Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter set forth and the sum of CDN$10 paid by each Party to the other and other good and valuable consideration, the Parties hereto agree as follows:
Broker-Dealer AgreementBroker-Dealer Agreement • May 19th, 2020 • Chemesis International Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Chemesis International, Inc. (“Client”) an Vancouver, 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 April 7, 2020 (the “Effective Date”):
STOCK OPTION AGREEMENTStock Option Agreement • May 19th, 2020 • Chemesis International Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH that for, and in consideration of, the mutual covenants and agreements herein contained, and other lawful and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 19th, 2020 • Chemesis International Inc. • British Columbia
