Securities Transfer Corporation as Warrant AgentWarrant Agency Agreement • December 22nd, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick • New York
WARRANT AGENCY AGREEMENT, dated as of December __, 2023(“Agreement”), between PreTam Holdings Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), and Securities Transfer Corporation, a __________ corporation (the “Warrant Agent”).
COMMON SHARE PURCHASE WARRANT PRETAM HOLDINGS INC.PreTam Holdings Inc. • January 25th, 2024 • Concrete products, except block & brick • New York
THIS COMMON SHARE 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PreTam Holdings Inc., a company incorporated under the laws of Alberta, Canada (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common 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,
PRETAM HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick • New York
The undersigned, PreTam Holdings Inc., a corporation incorporated under the laws of Alberta (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as representative (in such capacity, the “Representative”), (A) an aggregate of _______ units (the “Units”), each unit consisting of one Class A Common Share, no par value per share of the Company (“Common Stock”) and the shares of Common Stock sold as part of the Units, the “Firm Shares”) together with a warrant to purchase one share of Common Stock (the “Warrant”) at an exercise price of $_____ per share (the warrants sold as part of the Units, the “Firm Warrants”) and (B) at the election of the Representative, (i) up to an additional _________ shares of Common Stock (the “Option Shares” and together with the Firm Shares,
CONSTRUCTION CONTRACT TO FOR THE CONSTRUCTION OF HOUSES AND PRIVATE URBANIZATION PROJECT: VILLA ALEMANA PRINCIPAL: INMOBILIARIA R5 SpAPreTam Holdings Inc. • July 27th, 2023 • Concrete products, except block & brick
In Viña del Mar, on August 20, 2022, appear Mr. ENRIQUE GALLEGUILLOS SMART, Chilean, single, lawyer, identity card number 16.099.127-5 on behalf of Mr. ANGELO ANTONIO BARBIERI BELLOLIO, Chilean, married and separated from property , businessman, identity card number 5.738.198-1, who acts for himself and on behalf of INMOBILIARIA R5 SpA, company of the line of business of his name, unique tax role in formation, both domiciled at Calle Limache number 1401, Viña del Mar, V Region, on the one hand, hereinafter also "THE PRINCIPAL" or "THE OWNER" or "R5", and on the other hand, company PREFABRICADOS TAMBILLOS SpA, Chilean joint-stock company, Rut Nº 76.954.728-2, domiciled for these effects on Route 43 Junction D421, Tambillos, Coquimbo Region, represented by Mr. LUIS ARRECHEA MIQUELARENA, Spanish, lawyer, married, national identity card number 24.907.131-5 hereinafter "PRETAM" or "THE CONSTRUCTION COMPANY" or "THE CONTRACTOR" ”, all appearing older of age who have accredited their identiti
PRIVATE LOAN AGREEMENT In the city of Valencia, 7th of January 2022 GATHEREDPrivate Loan Agreement • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
Mr. LUIS ARRECHEA MIQUELARENA, of legal age of Spanish nationality, domiciled for these purposes at Calle Cuatro Esquinas, 4500 casa 32 - La Serena - Chile and with DNI 24907131-S
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick • Nevada
This Second Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into as of June 15, 2023, by and among SILLC (A) Acquisition Corp., a Nevada corporation (the “Company”), HFG Capital Investments, LLC, a Texas limited liability company (“HFG”), PreTam Holdings Inc., an Alberta corporation (“Parent”), PreTam Nevada, Inc., a Nevada corporation (“Surviving Corporation”), and Prefabricados Tambillos SpA, a Chilean corporation (“PreTam Chile”). Capitalized terms used herein and not otherwise defined herein hereof shall have the meanings ascribed to such terms in the Joint Plan and HFG Supplement (each as defined below).
SERVICES CONTRACTServices Contract • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick • Barcelona
In Santiago de Chile, March 31, 2023, between, on the one hand, Prefabricados Tambillos SpA (hereinafter PRETAM SpA), represented by Mr. Luis Arrechea Miquelarena, passport XDD262974, both domiciled at Ruta 43 Km s/n junction D421 Tambillos ( Coquimbo. Chile), hereinafter the "Company" and, on the other hand, Mr. JESUS LIÑAN TORRES, Spanish DNI Nº34742959-X, with address at Carrer Sant Joan, 131 Palau Solità i Plegamans (08184) Barcelona, Spain, hereinafter "the Professional", the parties of legal age, who accredited their identities with the aforementioned document and declare that they have agreed to enter into a contract for the provision of services that will be governed by the provisions contained in this instrument:
SERVICES CONTRACTServices Contract • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
In Santiago de Chile, March 31, 2023, between, on the one hand, Prefabricados Tambillos SpA (hereinafter PRETAM SpA), represented by Mr. Luis Arrechea Miquelarena, passport XDD262974, both domiciled at Ruta 43 Km s/n junction D421 Tambillos ( Coquimbo. Chile), hereinafter the "Company" and, on the other hand, Mr. LUIS ARRECHEA MIQUELARENA, passport XDD262974, with address at Urb. La Solana del Tarter Bl.5 4º2º El Tarter (AD100) ANDORRA, hereinafter "the Professional", the parties of legal age, who accredited their identities with the aforementioned document and declare that they have agreed to enter into a contract for the provision of services that will be governed by the provisions contained in this instrument:
ContractModified Loan Agreement • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
AMENDMENT NO. 1 TO MODIFIED LOAN AGREEMENT This AMENDMENT NO. 1 TO MODIFIED LOAN AGREEMENT (this "Amendment") is entered into on April 10, 2023 by and between Prefabricados Tambillos SpA ("PreTam") and Inversiones Balmaceda, SpA (the "Company"). R E C I T A L S: WHEREAS, PreTam and the Company entered into a Modified Loan Agreement on June 30, 2022 (the "Original Agreement") pursuant to which PreTam agreed to pay to the Company the amount of $14,000 on the first day of every month commencing on January 1, 2023 and ending 59 months thereafter (the "Monthly Payment"); WHEREAS, the Company has agreed to modify the Loan Agreement to allow PreTam to commence remittance of the Monthly Payments on the earlier of the first day of the month following the date PreTam Holdings Inc., PreTam's parent company (the "Parent"), commences trading on the NASDAQ or the first day of the month following the date the Parent elects to no longer pursue a NASDAQ listing (the "Deferment Period"); and WHEREAS, ex
EMPLOYMENT CONTRACTEmployment Contract • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
In Santiago, as of March 31, 2023, between the individuals identified in clause I, called "executive" or "dependent" and "employer or company", the following individual employment contract has been agreed, which consists of the clauses that are set forth below:
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
In Santiago, as of March 31, 2023, between the individuals identified in clause I, called "executive" or "dependent" and "employer or company", the following individual employment contract has been agreed, which consists of the clauses that are set forth below:
PURCHASE AND SALE OF MOVABLE PROPERTY EDIN SpAPurchase And • May 3rd, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
In La Serena, on January 12, 2021, between Mr. LUIS ARRECHEA MIQUELARENA, Chilean, married, lawyer, identity card for foreigners number 24.907.131-5, on behalf, as evidenced, of PRETAM SpA, a business company their name, unique tax roll number 76.153.953-1, both with address at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly "the seller" or "the seller", on the one hand and on the other, Mr. FRANCISCO JAVIER SEPÚLVEDA PALACIOS, Chilean, single, surgeon, identity card for foreigners number 24.155.093-5, representing, as evidenced, EDIN SpA, company of the line of business of its name, single role tax number 76.954.732-0, both domiciled at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly as "the buying party" or "the buying party", the appearing parties, all of legal age , the following sales contract has been agreed:
CONSTRUCTION CONTRACT EDIN SpA WITH PRETAM SpAConstruction Contract • May 3rd, 2023 • PreTam Holdings Inc. • Concrete products, except block & brick
In La Serena, on January 12, 2021, between Mr. LUIS ARRECHEA MIQUELARENA, Chilean, married, lawyer, identity card for foreigners number 24.907.131-5, on behalf, as evidenced, of PRETAM SpA, a business company their name, unique tax roll number 76.153.953-1, both with address at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly "the seller" or "the seller", on the one hand and on the other, Mr. FRANCISCO JAVIER SEPÚLVEDA PALACIOS, Chilean, single, surgeon, identity card for foreigners number 24.155.093-5, representing, as evidenced, EDIN SpA, company of the line of business of its name, single role tax number 76.954.732-0, both domiciled at Ruta D-43, D-421, Tambillos, Coquimbo commune, hereinafter and indistinctly as "the buying party" or "the buying party", the appearing parties, all of legal age The following work contract has been agreed:
THIRD AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2024 • PreTam Holdings Inc. • Concrete products, except block & brick • Nevada
This Third Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into as of February 1, 2024, by and among SILLC (A) Acquisition Corp., a Nevada corporation (the “Company”), HFG Capital Investments, LLC, a Texas limited liability company (“HFG”), PreTam Holdings Inc., an Alberta corporation (“Parent”), PreTam Nevada, Inc., a Nevada corporation (“Surviving Corporation”), and Prefabricados Tambillos SpA, a Chilean corporation (“PreTam Chile”). Capitalized terms used herein and not otherwise defined herein hereof shall have the meanings ascribed to such terms in the Joint Plan and HFG Supplement (each as defined below).
