INDEMNIFICATION AGREEMENTIndemnification Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of __, 20__ by and between SmartKem, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
CLASS C COMMON STOCK PURCHASE WARRANT SMARTKEM, INC.Security Agreement • January 29th, 2024 • SmartKem, Inc. • Semiconductors & related devices • New York
THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION], or its 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 the Original Issuance Date specified above (the “Initial Exercise Date”), until exercised in full (the “Termination Date”) to subscribe for and purchase from SMARTKEM, INC., a Delaware corporation (the “Company”), up to [RC] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2023 • SmartKem, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SMARTKEM, INC. (F/K/A PARASOL INVESTMENTS CORP.) PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
SmartKem, Inc. (f/k/a Parasol Investments Corp.), a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [___] (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set for
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2023 • SmartKem, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 13th, 2020 • Parasol Investments Corp • Delaware
AGREEMENT (this “Agreement”) entered into as of the 14th day of May, 2020, by and between Parasol Investments Corporation, a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).
ContractWarrant Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
CLASS B COMMON STOCK PURCHASE WARRANT SMARTKEM, INC.Security Agreement • June 15th, 2023 • SmartKem, Inc. • Semiconductors & related devices • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__], or its 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 the Original Issuance Date specified above (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SMARTKEM, INC., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Parasol Investments Corp. (to be renamed “SmartKem, Inc.” upon consummation of the Share Exchange (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
LOCK-UP AGREEMENTLock-Up Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of February 23, 2021, by and between the undersigned person or entity (the “Restricted Holder”) and SmartKem, Inc. (formerly known as Parasol Investments Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Share Exchange Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2024 • SmartKem, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2021 among SmartKem, Inc., a Delaware corporation (f.k.a. Parasol Investments Corp.) (the “Company”), the persons who have purchased the Offering Shares and/or Offering Warrants (each as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Exchange Shares (as defined below), the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Exchange Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Advisory Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined be
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of _____________, 2021, is entered into by and among Parasol Investments Corporation, a Delaware corporation (the “Parent”), SmartKem Limited, a United Kingdom corporation (“SmartKem” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
COMMON STOCK PURCHASE WARRANT SMARTKEM, INC.Securities Agreement • December 20th, 2024 • SmartKem, Inc. • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 31, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SmartKem, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). To the extent that the Holder determines, in its sole discretion, that such Holder (together with such Holder’s Affiliates, and any Person acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • SmartKem, Inc. • Semiconductors & related devices • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2023, by and between SmartKem Inc., a Delaware corporation (the “Company”), and Barbra Keck (“Executive”).
SERVICE AGREEMENT ________________________________________________________________________Service Agreement • September 19th, 2022 • SmartKem, Inc. • Semiconductors & related devices • England and Wales
Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of the Company or of any Group Company for the time being confidential to it or to them and trade secrets (including, without limitation, technical data and know how) relating to the business of the Company or of any Group Company or of any of its or their suppliers, partners, clients or customers which the Employee develops, creates, receives or obtains in the course of the Employee’s employment whether or not such information is marked confidential including but not limited to:
Dated: May 31, 2023 CPI INNOVATION SERVICES LIMITED And SMARTKEM LIMITEDLicence of Office Space • August 14th, 2023 • SmartKem, Inc. • Semiconductors & related devices
CPI INNOVATION SERVICES LIMITED, incorporated and registered in England and Wales with company number 05735040 whose registered office is at The Wilton Centre, Wilton, Redcar, Cleveland TS10 4RF (“Licensor”);
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • December 18th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Consent and Amendment Agreement (this “Agreement”) is dated as of December 17, 2024, among SmartKem, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature pages hereto (including their respective successors and assigns, the “Consenting Holders”).
ContractCollaboration Agreement • November 25th, 2024 • SmartKem, Inc. • Semiconductors & related devices
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]
Dated 2021 SMARTKEM LIMITED and FCRF 2 LIMITED DEBENTUREDebenture • February 24th, 2021 • SmartKem, Inc. • Blank checks • England and Wales
SHARE EXCHANGE AGREEMENT amongShare Exchange Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • England and Wales
SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of February 23, 2021 (the “Execution Date”), by and among PARASOL INVESTMENTS CORPORATION, a Delaware corporation (the “Parent”), SMARTKEM LIMITED, a corporation incorporated under the laws of England and Wales with company number 06652152 (the “Company”), and the shareholders of the Company named in Schedule 1.1 hereto (the “Company Shareholders”). The Parent, the Company and each Company Shareholder are each a “Party” and referred to collectively herein as the “Parties.”
DATED 2019Lease Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
Landlord AG Hexagon BV a company registered in the Netherlands (registered number 64764192) whose registered office is at Prinsengracht 919, Amsterdam, 1017KD, Netherlands
CONSENT AGREEMENTConsent Agreement • December 12th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Consent Agreement (this “Agreement”), dated as of December 11, 2024, is entered into among SmartKem, Inc., a Delaware corporation (the “Company”), and the Holders identified on the signature pages hereto (including their respective successors and assigns, the “Consenting Holders”).
Dated: 2020 CPI INNOVATION SERVICES LIMITED And SMARTKEM LIMITEDLicence of Office Space • February 24th, 2021 • SmartKem, Inc. • Blank checks • England
Schedule 7 - Safety Health and Environment Management for the Newton Aycliffe Printable Electronics Centre Site Occupiers 20
February 23, 2021 Octopus Investments Limited Re: Certain Investor Rights Ladies and Gentlemen:Investor Rights Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
This letter will confirm our agreement that Octopus Titan VCT plc (company number 06397765) (the “Octopus VCT Investor”), Octopus Investments Nominees Limited (company number 05572093) (the “Octopus EIS Investor”) and Octopus Investments Limited (company number 03942880) (the “Octopus Manager” and, together with the Octopus VCT Investor and the Octopus EIS Investor, the “Octopus Investors”) the Octopus Investors hereby agree, subject to the terms and conditions of this letter, to purchase an aggregate of 1,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of SmartKem, Inc. f/k/a Parasol Investments Corporation), a Delaware corporation (the “Company”), at a purchase price of $2.00 per share (in each case subject to adjustment in the case of stock splits, reverse splits, combinations or similar transactions after the date hereof) for an aggregate purchase price of $2,000,000 (the “Share Purchase”). The obligation of the Octopus Investors to consummate the
Dated 2021 SMARTKEM LIMITEDConsultancy Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • England and Wales
SMARTKEM LIMITED and FCRF 2 LIMITED FACILITY AGREEMENTFacility Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • England and Wales
ContractLease Agreement • May 13th, 2022 • SmartKem, Inc. • Semiconductors & related devices
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[**].”
FRAMEWORK SUPPLY AGREEMENTFramework Supply Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
SMARTKEM, INC. Placement Agency AgreementPlacement Agency Agreement • December 20th, 2024 • SmartKem, Inc. • Semiconductors & related devices • New York
Subject to the terms and conditions herein (this “Agreement”), SmartKem, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to $4,349,991.00 of registered and unregistered securities of the Company, including, but not limited to, an aggregate of (i) 1,449,997 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) unregistered Common Stock purchase warrants to purchase up to 1,449,997 shares of Common Stock (the “Common Warrants” and the shares of Common Stock issuable upon exercise of the Common Warrants, the “Common Warrant Shares”) directly to various investors (each, an “Investor” and collectively, the “Investors”) through Craig-Hallum Capital Group LLC, in its capacity as placement agent (the “Placement Agent”). The Shares sold to the Investors are referred to herein as the “Securities.”
CONSENT, CONVERSION AND AMENDMENT AGREEMENTConsent, Conversion and Amendment Agreement • January 29th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Consent, Conversion and Amendment Agreement (this “Agreement”) is dated as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and the Holders identified on Schedule A (including their respective successors and assigns, the “Consenting Holders”).
TECHNICAL SERVICE AGREEMENT By and Between Smartkem Limited And Industrial Technology Research InstituteTechnical Service Agreement • July 24th, 2023 • SmartKem, Inc. • Semiconductors & related devices
This TECHNICAL SERVICE AGREEMENT ( the “Agreement”) is entered into as of this 1st day of July, 2023 (the “Effective Date”), by and between Smartkem Limited, a company organized and existing under the laws of England, having its principal office at Manchester Technology Centre Hexagon Tower, Delaunays Road, Blackley, Manchester, England, M9 8GQ (hereinafter referred to as “Smartkem”); and Industrial Technology Research Institute, an institute organized and existing under the laws of the Republic of China (R.O.C.), having its principal office at No.195 Section 4, Chung Hsing Road, Chutung, Hsinchu, Taiwan 31057, R.O.C. ( hereinafter referred to as “ITRI”).
ContractContract Variation • March 28th, 2022 • SmartKem, Inc. • Semiconductors & related devices
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “( ).”
FRAMEWORK SUPPLY AGREEMENTFramework Supply Agreement • March 27th, 2024 • SmartKem, Inc. • Semiconductors & related devices
