0001193125-24-203710 Sample Contracts

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORPORATION, a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

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LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a corporation existing pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Borrower”)

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, and having a registered office at 800 – 65 Queen Street West, Toronto, Ontario, M5H 2M5

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Road, Toronto, ON

LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • August 20th, 2024 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited company registered in the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Içá, no. 310, 1st floor, room 105, district Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 198 Davenport Rd, Toronto, Ontario, M5R 1J2

LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a corporation existing pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Borrower”)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • August 20th, 2024 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited liability company registered with the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Içá, No. 310, 1st floor, room 105, municipality Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

SERVICE AGREEMENT
Service Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA., limited liability company, registered with the CNPJ/MF under no. 10.971.768/0001-66, headquartered in Manaus/AM, located at Rua Rio Içá, nº. 310, Sl 105, Bairro Nossa Senhora das Graças, CEP: 69053-100, herein represented in the form of its articles of association, hereinafter individually referred to as “CONTRACTING PARTY”; and

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, and having an office at 65 Queen Street West, 8th Floor, Toronto, Ontario, M5H 2M5

LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...
Brazil Potash Corp. • August 20th, 2024 • Mining & quarrying of nonmetallic minerals (no fuels)

POTÁSSIO DO BRASIL LTDA, a limited liability company, enrolled with the National Register of Legal Entities of the Ministry of Economy - CNPJ/ME under No. 10.971.768/0001-66, headquartered in the city of Manaus, State of Amazonas, at Rua Rio Iça, No. 310, 1st floor, room 105, Nossa Senhora das Graças, Zip Code 69.053-100, herein represented in the form of its Articles of Organization (“PDB”); and

LOAN AGREEMENT
Loan Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada, and having an office at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

BRAZIL POTASH CORP., a body corporate duly incorporated under the laws of Ontario, Canada and having an office at 65 Queen Street West, Suite 805, Toronto, Ontario, M5H 2M5

FORM OF PRIVATE CONTRACT FOR LEASE OF RURAL AREA
Private Contract • August 20th, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

By this particular Contract, on the one hand ________________________________, (nationality) , (profession) , (marital status) , bearer of identity No. , registered in the CPF under No. , (name and qualification of spouse, if any), resident(s) and domiciled at Street , nº , City/Municipality , State of , hereinafter referred to simply as OWNER/LESSOR, and on the other hand, (name) POTASSIUM DO BRASIL LTDA., a private legal entity, headquartered in the City of Manaus, Rio Içá Street, Ed. Celebration Smart Offices, Conj. Vieiralves, Nossa Senhora das Graças, ZIP 69053-100 nº 310 Complement 1st Floor, room 105 State of Amazonas, Registered with CNPJ nº 10.971.768/0001-66, represented in accordance with the provisions of its Articles of Incorporation, hereinafter referred to simply as LESSEE, have fair and contracted the following, which they mutually accept and agree, in accordance with the following terms and conditions, which will be governed by Federal Law No. 4,504/64 and Decree No. 5

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