SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2022 • Diego Pellicer Worldwide, Inc • Services-educational services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 29, 2022, by and between Diego Pellicer Worldwide, Inc., a Delaware corporation, with headquarters located at 6160 Plumas Street, Suite 100, Reno, NV 89519 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501, (the “Buyer”).
SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • April 20th, 2020 • Diego Pellicer Worldwide, Inc • Services-educational services • New York
This SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 13, 2020, by and between DIEGO PELLICER WORLDWIDE, INC., a Delaware corporation, with its address at 6160 Plumas Street, Suite 100, Reno, NV 89519 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 8, 2017, is made by and between Diego Pellicer Worldwide, Inc., a Corporation organized under the laws of Delaware (the “Company”) and _____________ (the “Executive”). Each of the Company and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
LEASE AGREEMENTLease Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Colorado
THIS LEASE AGREEMENT is made and entered into by and between: 2949 W. Alameda, Ave, LLC whose address is 675 Kalamath Street Denver Colorado 80204, as Landlord, and Diego Pellicer Worldwide, Inc. a Delaware Corporation, as Tenant, which is liable for all provisions, covenants and obligations hereunder.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 14th, 2022 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
NOW THEREFORE in consideration of the foregoing premises and the representations, warranties, covenants, and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2019 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 1, 2019, (the “Effective Date”) is made by and between Diego Pellicer Worldwide, Inc., a Corporation organized under the laws of Delaware (the “Corporation”) and Nello Gonfiantini III (the “Executive”). Each of the Corporation and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement replaces that Employment Agreement, dated February 8, 2017, and Amendment No. 1to Employment Agreement, dated February 15, 2019, between the Parties.
COMMERCIAL SUBLEASE AGREEMENTCommercial Sublease Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Colorado
THIS COMMERCIAL SUBLEASE AGREEMENT (the "Commercial Sublease Agreement" or "Sublease"), made on this 14th day of August 2014 by and between Diego Pellicer Worldwide Inc. a Delaware Corporation, having an address at 3496 Fairview Way, West Linn, OR 97068 ("Sublessor") and DPCO, Inc a Colorado Corporation, having an address at 1 South Harrison Street, Denver, CO 80209 ("Sublessee").
MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENTMutual General Release and Settlement Agreement • May 25th, 2017 • Diego Pellicer Worldwide, Inc • Services-educational services • Washington
Mutual General Release and Settlement Agreement (“Agreement”) is executed as of May 11, 2017, by and between Diego Pellicer Worldwide, Inc., a Delaware Corporation (“DPWW”), Douglas C. Anderson (“Anderson”), and Harrigan Leyh Farmer & Thomsen LLP (“HLFT”) (collectively, the ” Parties”).
MERGER AGREEMENTMerger Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • New York
This MERGER AGREEMENT (this “Agreement”), dated as of March 13, 2015 (the “Effective Date”), by and among DIEGO PELLICER WORLDWIDE, INC. (f/k/a Type 1 Media, Inc.), a Delaware corporation (“PubCo”), JONATHAN WHITE (the “PubCo Principal Shareholder”); and DIEGO PELLICER WORLD-WIDE 1, INC., a Delaware corporation (“Diego”). Each of PubCo, PubCo Principal Shareholder, and Diego is sometimes referred to herein as a “Party,” and together they are sometimes referred to herein as the “Parties.”
SUBLEASE TERMINATION AGREEEMENTSublease Termination Agreeement • October 22nd, 2020 • Diego Pellicer Worldwide, Inc • Services-educational services • Colorado
This Sublease Termination Agreement (the “Agreement”) is entered into this 1st day of October, 2020, by and between DIEGO PELLICER WORLDWIDE, INC., a Delaware Corporation (“Sublandlord”), on the one hand, and VENTURE PRODUCT CONSULTING, LLC, a Colorado limited liability company (“VPC”), and ROYAL ASSET MANAGEMENT, LLC, a Colorado limited liability company (“RAM”, and, together with VPC, “Subtenants”), on the other hand. Sublandlord and Subtenants may hereinafter be individually referred to as “Party,” or collectively as “Parties.”
RESTATED SETTLEMENT AGREEMENTRestated Settlement Agreement • May 24th, 2018 • Diego Pellicer Worldwide, Inc • Services-educational services • California
This Settlement Agreement (“Agreement”), effective this 25th day of April, 2018, is made by and between StoryCorp Consulting, d/b/a Wells Compliance Group, a Nevada corporation, David R. Wells, individually, both with an address at 3435 Ocean Park Boulevard, #107-478, Santa Monica, California, 90405 (collectively, the “Service Provider”) and Diego Pellicer Worldwide, Inc., a Delaware corporation, having its principal offices located at 9030 Seward Park Ave., Seattle, Washington 98118 (the “Company”), with each sometimes referred to as a “Party” and collectively, as the “Parties”. This Restated Settlement Agreement replaces that certain Settlement Agreement signed by the Parties on February 19, 2018 (the “Original Agreement”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2019 • Diego Pellicer Worldwide, Inc • Services-educational services
This Amendment No. 2 to Employment Agreement (the "Amendment") is dated as of this 15th day of February, 2019 and amends the Employment Agreement dated as of September 17, 2014, as amended on February 8, 2017 (collectively, the "Employment Agreement"), by and between DIEGO PELLICER WORLDWIDE, INC. ("Diego") and RON THROGMARTIN ("Executive"). Unless otherwise defined herein, all capitalized terms used shall have the meaning ascribed to them in the Employment Agreement. In consideration of the foregoing, and other good and valuable consideration, including Executive's continued employment with Diego, the receipt and sufficiency of which are hereby acknowledged, Executive and Diego hereby agree as follows:
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Diego Pellicer Worldwide, Inc • Services-educational services
This AMENDMENT NO. 1 (the “Amendment”) is made as of February 8, 2017, to that certain Employment Agreement, dated September 17, 2014, is made by and between Diego Pellicer Worldwide, Inc., a Delaware corporation (the “Company”) and Ron Throgmartin (the “Executive”) with each sometimes referred to as a “Party” and collectively as the “Parties”.
COMMERCIAL SUBLEASE AGREEMENTCommercial Sublease Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Colorado
THIS COMMERCIAL SUBLEASE AGREEMENT (the "Commercial Sublease Agreement" or "Sublease"), made on this 14th day of August 2014 by and between Diego Pellicer Worldwide Inc. a Delaware Corporation, having an address at 3496 Fairview Way, West Linn, OR 97068 ("Sublessor") and DPCO, Inc a Colorado Corporation, having an address at 1 South Harrison Street, Denver, CO 80209 ("Sublessee").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN DIEGO PELLICER WORLDWIDE, INC. ANDEmployment Agreement • February 22nd, 2019 • Diego Pellicer Worldwide, Inc • Services-educational services
This Amendment No. 1 to Employment Agreement (the "Amendment") is dated as of this 15th day of February, 2019 and amends the Employment Agreement dated as of February 8, 2017 (collectively, the "Employment Agreement"), by and between DIEGO PELLICER WORLDWIDE, INC. ("Diego") and NELLO GONFIANTINI III ("Executive"). Unless otherwise defined herein, all capitalized terms used shall have the meaning ascribed to them in the Employment Agreement. In consideration of the foregoing, and other good and valuable consideration, including Executive's continued employment with Diego, the receipt and sufficiency of which are hereby acknowledged, Executive and Diego hereby agree as follows:
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER OF DIEGO PELLICER, INC.,Second Amended And • February 6th, 2017 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 7, 2016, is made by and between Diego Pellicer, Inc., a Washington corporation (“Diego Washington”), and Diego Pellicer Worldwide Inc., a Delaware corporation (“Diego Delaware”). Diego Delaware and Diego Washington are sometimes referred to in this Agreement as the “Constituent Companies.” This Agreement amends, restates, replaces and supersedes in its entirety that certain Agreement and Plan of Merger between the Constituent Companies dated as of January 23, 2014 (the “Prior Agreement’ ).
LICENSE AGREEMENTLicense Agreement • June 24th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Washington
This License Agreement (this “Agreement”) between PLANDAI BIOTECHNOLOGY, INC (“Plandai”), a Nevada Corporation, and DIEGO PELLICER WORLDWIDE INC., a Delaware corporation (“Pellicer”), sets forth the agreement and understanding of the parties respecting the licensing of the Intellectual Property (defined below), as of January 28, 2014.
COMMERCIAL SUBLEASE AGREEMENTCommercial Sublease Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Oregon
THIS COMMERCIAL SUBLEASE AGREEMENT (the "Commercial Sublease Agreement" or "Sublease"), made on this 13th day of August, 2014 by and between M&S, LLC having an address at 4910 West Colfax Avenue, Denver, Colorado, 80204 ("Sublessor") and Diego Pellicer Worldwide, Inc., having an address at 3496 Fairview Way, West Linn, Oregon, 97068 ("Sublessee").
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENTConfidential Settlement and Release Agreement • May 25th, 2017 • Diego Pellicer Worldwide, Inc • Services-educational services • Washington
TIDS SETTLEMENT AND RELEASE AGREEMENT (“Agreement”) is made as of May 10, 2017 (the “Settlement Date”), by and between Douglas C. Anderson (“Anderson”) and Diego Pellicer Worldwide, Inc., a Delaware corporation (“DPWW’’ or “Respondent”) (collectively, the “Parties”).
Welcome to Type 1 – [SPONSOR] Sponsorship Agreement, [DATE]Type 1 Media Inc. • July 1st, 2013
• Animas Canada (or Animas) is named as a supporting sponsor of W2T1’s media productions including documentary, website, and social media.
DIEGO PELLICER WORLDWIDE, INC. DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • October 11th, 2016 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2016, by and between _________________ (the “Executive”) and Diego Pellicer Worldwide, Inc., a Delaware corporation (the “Company”). This Agreement is intended to restructure the Company’s debt owed to the Executive through June 1, 2016, representing accrued salary and fees in the aggregate amount of _________________(the “Debt”), and the Company and the Executive hereto agree as follows:
EQUITY AND DEBT RESTRUCTURE AGREEMENTEquity and Debt Restructure Agreement • July 20th, 2018 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This Equity and Debt Restructure Agreement (“Agreement”), effective this 2_9_day of June, 2018, is made by and between Diego Pellicer Worldwide, Inc., a Delaware corporation, having its principal offices located at 9030 Seward Park Ave., Seattle, Washington 98118 (the “Company”), Chester Aldridge, having an address at C/O US Equity Holdings, 336 Bon Air Center #418, Greenbrae, California 94904 (“Investor Aldridge”) and 0851229 BC Ltd., having an address C/O US Equity Holdings, 336 Bon Air Center #418, Greenbrae, California 94904 (the “BC Investor”), with each sometimes referred to as a “Party” and together as the “Parties”.
CANCELLATION AGREEMENTCancellation Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services
This CANCELLATION AGREEMENT (this “Agreement”), dated _____ ___, 2015 (the “Effective Date”), by and among DIEGO PELLICER WORLDWIDE, INC. (f/k/a Type I Media, Inc.) (the “Company”), a Delaware corporation, and JONATHAN WHITE, individually (the “Shareholder”). Company and Shareholder are also hereinafter individually and jointly referred to as “P(p)arty” and/or “P(p)arties”.
LOAN AGREEMENT AND REVOLVING LINE OF CREDIT PROMISSORY NOTELoan Agreement • June 24th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Colorado
FOR VALUE RECEIVED, the undersigned, NEIL DEMERS, an individual (“Borrower”) promises to pay to the order of DIEGO PELLICER WORLDWIDE, INC., a Delaware corporation (“Lender”) at 3496 Fairview Way, West Linn, OR 97068 or at such other place as Lender may, from time to time designate in writing, the principal sum of TWO MILLION AND FIVE-HUNDRED THOUSAND DOLLARS AND 00/100THS ($2,500,000.00), or so much of that sum as may be advanced under this Revolving Credit Promissory Note (“Note”) by Lender, with principal and interest thereon payable as specified in this Note.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 6th, 2019 • Diego Pellicer Worldwide, Inc • Services-educational services
This Separation Agreement and Release ("Agreement") is entered into by and between David Thompson, an individual, (hereinafter referred to as "Employee") and Diego Pellicer Worldwide, Inc., a Delaware corporation (hereinafter referred to as "DIEGO” or the "Company'', or "Releasees"). "DIEGO" or "Company'' as used at all times in this Agreement, refers to DIEGO's parent, subsidiary, affiliated, related, successor or predecessor companies or divisions, past or present shareholders, directors, officers, employees, attorneys, and agents of DIEGO. "Employee" as used at all times in this Agreement, refers to David Thompson and his assigns, heirs, executors, administrators, agents, successors, and legal representatives. Employee and DIEGO collectively will be hereinafter referred to as "the Parties."
AGREEMENTAgreement • June 24th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
In consideration of the mutual agreements and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Diego Delaware and Diego Washington hereby agree as follows:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER OF DIEGO PELLICER, INC., A WASHINGTON CORPORATION, and DIEGO PELLICER WORLDWIDE INC., A DELAWARE CORPORATIONAgreement and Plan of Merger • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 19, 2014 is made by and between Diego Pellicer, Inc., a Washington corporation (“Diego Washington”), and Diego Pellicer Worldwide Inc., a Delaware corporation (“Diego Washington”). Diego Delaware and Diego Washington are sometimes referred to in this Agreement as the “Constituent Companies." This Agreement amends, restates, replaces and supersedes in its entirety that certain Agreement and Plan of Merger between the Constituent Companies dated as of January 23, 2014 (the “Prior Agreement").
SEPARATION AGREEMENTSeparation Agreement • November 1st, 2019 • Diego Pellicer Worldwide, Inc • Services-educational services • Delaware
This Separation Agreement ("Agreement") is entered into and effective as of the last date signed at the end hereof ("Effective Date"), by Diego Pellicer Worldwide, Inc., a Delaware corporation (the "Corporation"), Ron Throgmartin, an officer and Director of the Corporation (“Executive”) and Phoenix Consulting Enterprises, LLC, ("Consultant") a Georgia Limited Liability Company controlled and managed by Executive, with each sometimes referred to as a “Party” and collectively, as the “Parties”.
COMMERCIAL AGREEMENT BETWEEN DIEGO PELLICER WORLDWIDE INC. AND DIEGO PELLICER, INC.Commercial Agreement • March 19th, 2015 • Diego Pellicer Worldwide, Inc • Services-educational services • Washington
This COMMERCIAL AGREEMENT (this “Agreement”) is entered into as of April , 2014 by and between Diego Pellicer Worldwide Inc., a Delaware corporation (“Diego Delaware”) and Diego Pellicer, Inc., a Washington corporation (“Diego Washington”). Diego Delaware and Diego Washington are sometimes referred to herein as the “Parties.”
