COMMON STOCK PURCHASE WARRANT BRIGHT GREEN CORPORATIONCommon Stock Purchase Warrant • May 24th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bright Green Corporation, a Delaware corporation (the “Company”), up to 3,684,210 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2023, between Bright Green Corporation, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2023, between Bright Green Corporation, 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 • September 13th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2022, between Bright Green Corporation, 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”).
UNDERWRITING AGREEMENT Dated _______________, 2022 Between BRIGHT GREEN CORPORATION (a Delaware corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached heretoUnderwriting Agreement • July 29th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New York
The undersigned, Bright Green Corporation, a corporation formed under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. It is understood that the several Underwriters are to make a public offering of the Public Securities (as defined below) as soon as the Representative deems it advisable to do so. The Public Securities are to be initially offered to the public at
Warrant Certificate COMMON STOCK PURCHASE WARRANTWarrant Agreement • July 29th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • 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 date of issuance hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bright Green Corporation, a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 29th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New York
WARRANT AGENT AGREEMENT, dated as of [____], 2022 (“Agreement”) between Bright Green Corporation, a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
Executive Employment AgreementExecutive Employment Agreement • May 9th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • Florida
This Employment Agreement (“Agreement”) effective April 1, 2022 is entered into between Bright Green Corporation (the “Company”) and Edward A. Robinson (“Employee”). The Company and Employee are collectively referred to as the “Parties.”
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • March 19th, 2024 • Bright Green Corp • Medicinal chemicals & botanical products • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 5th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 30, 2020 (the “Closing Date”), is by and among Bright Green Corporation, a Delaware corporation (the “Acquiror”), Grants Greenhouse Growers Inc., a New Mexico corporation (the “Company”), and James Colasanti, Gabriella Colasanti and Nicholas Colasanti (collectively, the “Shareholders”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 24th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products • New York
UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION MEMORANDUM OF AGREEMENTMemorandum of Agreement • May 9th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products
COMMON STOCK PURCHASE WARRANT BRIGHT GREEN CORPORATIONWarrant Agreement • September 6th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lynn Stockwell 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 September 1, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the date that is 45 days after date in which the closing price of the Common Stock on the Trading Market (as defined below) equals or exceeds $3.00 per share, and (ii) August 31, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bright Green Corporation, a Delaware corporation (the “Company”), up to 2,827,960 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).
Executive Employment AgreementExecutive Employment Agreement • September 28th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • Florida
This Executive Employment Agreement (“Agreement”) dated September 1, 2022 (the “Effective Date”) is entered into between Bright Green Corporation (the “Company”) and Terry Rafih (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.”
Memorandum of AgreementMemorandum of Agreement • February 20th, 2024 • Bright Green Corp • Medicinal chemicals & botanical products
WHEREAS Rafih is currently employed by the company, holding the position of Executive Chairman and is currently a member of the Board of Directors, collectively referred to as his Position;
SECONDARY STOCK PURCHASE AGREEMENT AND RELEASESecondary Stock Purchase Agreement • October 7th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New York
This Secondary Stock Purchase Agreement and Release (this “Agreement”) is made and entered into as of October 03, 2022 (the “Effective Date”) among Phytotherapeutix Holdings Ltd., a United Kingdom entity (“Phyto”), Equipped4 Holdings Limited, a United Kingdom entity (“Equipped”), TPR Global Limited, a United Kingdom entity (“TPR”) (Phyto, Equipped and TPR, each, a “Seller” and collectively, the “Sellers”), Bright Green Corporation, a Delaware corporation (the “Buyer”) and Alterola Biotech Inc., a Nevada corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • October 13th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New York
This VOTING AGREEMENT (this “Agreement”), dated as of October 03, 2022, is by and between Bright Green Corporation, a Delaware corporation (the “Buyer”), Phytotherapeutix Holdings Ltd., a United Kingdom entity (“Phyto”), Equipped4 Holdings Limited, a United Kingdom entity
Employment AgreementEmployment Agreement • October 6th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products • New Mexico
This Employment Agreement (“Agreement”) dated September 20th, 2023, and effective as of October 2nd , 2023 (the “Effective Date”) is entered into between Bright Green Corporation, a Delaware corporation (the “Company”), and Gurvinder Singh (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.”
CREDIT AGREEMENTCredit Agreement • March 19th, 2024 • Bright Green Corp • Medicinal chemicals & botanical products
JVR Holdings (“JVR” or the “Lender” or “us” or “we” or “our”) agrees to extend a credit facility to Bright Green Corporation (the “Borrowers” or “you” or “your”) for $60,000,000 (the “Credit Facility”).
UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION MEMORANDUM OF AGREEMENTMemorandum of Agreement • May 4th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products
Employment AgreementEmployment Agreement • April 3rd, 2024 • Bright Green Corp • Medicinal chemicals & botanical products
This Amended Employment Agreement (“Agreement”) supersedes and replaces in its entirety the Employment Agreement dated September 14th, 2023, and effective as of October 2nd , 2023 between Bright Green Corporation, a Delaware corporation (the “Company”), and Gurvinder Singh (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.” This Agreement is effective as of the date fully executed by the Parties (the “Effective Date”).
Senior ExecutIve Contract of Employment Bright green Corporation seamus mC AULEY DATED The 9th DAY OF FEBRUARY 2023Senior Executive Contract of Employment • February 15th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products
AGREEMENT AND PLAN OF MERGER OF BRIGHT GREEN GROW INNOVATION, LLC INTO BRIGHT GREEN CORPORATIONMerger Agreement • May 5th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products
Now on this 28th day of May, 2019, Bright Green Grow Innovation, LLC, a New Mexico limited liability company formed on or around December 2, 2015 (the “Non-Survivor”) and Bright Green Corporation, a Delaware corporation (the “Survivor”), pursuant to Title 8, Section 264 of the Delaware General Corporation Law, have entered into the following Agreement of Merger;
ADDENDUMMemorandum of Agreement (Moa) • May 4th, 2023 • Bright Green Corp • Medicinal chemicals & botanical products
The Drug Enforcement Administration and Bright Green Corporation (herein referred to as “Parties”) agree, within the terms set forth within this Memorandum of Agreement (MOA) that Bright Green Corporation will maintain plants of known cannabinoid content, or “Mother Plants”, in a segregated area within the controlled premise. Viable portions of the Mother Plant will be utilized to produce new plants, or “Progenies”, which will be harvested at certain stages of the Progenies’ lifecycle. Parties agree that portions of these Progenies harvested may be schedule I controlled substances or may be non-controlled substances (i.e. meeting the statutory definition of hemp, see 7 U.S.C. § 1639o; 21 C.F.R. § 1308.11(d)(31)(ii)). While all harvested material that is classified as a schedule I controlled substance under the Controlled Substances Act will be subject to the terms of this MOA, non-controlled substances derived from these plants will not be subject to the terms of this MOA.
SECURED AMENDED AND RESTATED LINE OF CREDIT NOTELine of Credit Note • September 18th, 2024 • Bright Green Corp • Medicinal chemicals & botanical products • New York
FOR VALUE RECEIVED, BRIGHT GREEN CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to Lynn Stockwell (the “Lender”), the principal amount of each loan made by the Lender to the Borrower or, if less, the total unpaid principal amount of all loans (each, a “Loan” and, collectively, the “Loans”) made to the Borrower by the Lender under this Secured Amended and Restated Line of Credit Note (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Note”), up to an aggregate principal amount of Fifteen Million and 00/100 Dollars ($15,000,000.00), on the Maturity Date (as defined below), together with interest at such rates and payable on such dates as set forth below. The Maturity Date may not be later than the Expiry Date as set forth below.
March 1, 2022 Bright BGC Corporation Fort Lauderdale, FL 33301 Ed Robinson Chief Executive Officer Dear Ed:Master Services Agreement • May 5th, 2022 • Bright Green Corp • Medicinal chemicals & botanical products • New Jersey
This Master Services Agreement, when executed by the parties hereto, will constitute an agreement (the “Agreement”) between Bright BGC Corporation (the “Company”) and Titan Advisory Services LLC (“TITAN”), located at 50 Constitution Way, Jersey City, NJ 07305. The Company and TITAN are the “parties” hereto and each a “party”. The Company agrees to retain TITAN and TITAN agrees to be retained by the Company under the following terms (the “Agreement”):
