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”).
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
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.
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).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 23, 2021, effective as of February 23. 2021 (the “Effective Time”), by and between SmartKem Inc., a Delaware corporation (the “Company”), and Ian Jenks (“Executive”).
SMARTKEM LIMITED -and- DR SIMON OGIER SERVICE AGREEMENT INDEX OF CLAUSESService Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • 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: 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
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
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
FRAMEWORK SUPPLY AGREEMENTFramework Supply Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
SMARTKEM LIMITED -and- ROBERT BAHNS SERVICE AGREEMENT INDEX OF CLAUSESService Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
GP NURMENKARI INC.Placement Agent Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
