Brazil Potash Corp. Sample Contracts
BRAZIL POTASH CORP. [●] Common Shares (no par value per share) Underwriting AgreementUnderwriting Agreement • October 23rd, 2024 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
LOAN AGREEMENTLoan Agreement • October 23rd, 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”)
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 23rd, 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
Broker-Dealer AgreementBroker-Dealer Agreement • November 21st, 2022 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of January 17, 2020 (the “Effective Date”):
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 23rd, 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
SERVICE AGREEMENTService Agreement • October 23rd, 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 23rd, 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 AGREEMENTLoan Agreement • October 23rd, 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 AGREEMENTLoan Agreement • October 23rd, 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 AGREEMENTIndependent Contractor Agreement • October 23rd, 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 AGREEMENTLoan Agreement • October 23rd, 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
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...Commercial Product Purchase Commitment and Other Agreements • October 23rd, 2024 • Brazil Potash Corp. • 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 AGREEMENTIndependent Contractor Agreement • October 23rd, 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 AGREEMENTLoan Agreement • October 23rd, 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
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...Private Instrument of Reciprocal Assumption of Obligations, Commercial Representation and Other Agreements • October 23rd, 2024 • Brazil Potash Corp. • 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
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Ontario
WHEREAS pursuant to a loan agreement dated 29th October 2019 (the “Original Loan Agreement”) the Lender agreed to lend and the Borrower agreed to borrow US$1,000,000 subject to the terms and conditions contained therein;
LOAN AGREEMENTLoan Agreement • October 23rd, 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent 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...Waterway Transportation Services Agreement • October 23rd, 2024 • Brazil Potash Corp. • 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent 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
INDEPENDENT CONTRACTOR AGREEMENTIndependent 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent 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 AREALease Agreement • October 23rd, 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 28th, 2023 • 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, Ontario, M5R 1J2
Amended and Restated Broker-Dealer AgreementBroker-Dealer Agreement • April 28th, 2023 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
This Amended and Restated Broker-Dealer Agreement (together with exhibits and schedules, this “Agreement”) is entered into by and between BRAZIL POTASH CORP. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of as of the 15th day of June 2021 (the “Effective Date”):
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent 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 AGREEMENTLoan Agreement • November 21st, 2022 • 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”)
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON SHARESWarrant Agreement • October 23rd, 2025 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This Warrant is one of a series of similar pre-funded warrants issued pursuant to that certain Securities Purchase Agreement, dated October 17, 2025, by and among the Company and the Investors identified therein (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise specified herein.
ANY MARKET PURCHASE AGREEMENTAny Market Purchase Agreement • May 6th, 2025 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Any Market Purchase Agreement (this “Agreement”), dated as of May 1, 2025 (the “Execution Date”), by and between Brazil Potash Corp., an Ontario corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 18th, 2020 • 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 AGREEMENTIndependent Contractor Agreement • November 21st, 2022 • 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
CONSULTING AGREEMENTConsulting Agreement • May 5th, 2020 • 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made as of the 1st day of November, 2021.Independent Contractor Agreement • May 2nd, 2022 • 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
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made as of the 16th day of January, 2025.Independent Contractor Agreement • March 28th, 2025 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
WHEREAS the Company and the Consultant entered into a consulting agreement dated as of 1st day of August, 2014, as amended on November 1, 2021 (the “Agreement”);
CONSULTING AGREEMENTConsulting Agreement • March 28th, 2025 • Brazil Potash Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS AGREEMENT is made as of the 6th day of January, 2025 and hereby replaces and supersedes the consulting agreement among Brazil Potash Corp. and Mayo Schmidt dated July 16, 2024.