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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CLASS B COMMON STOCK PURCHASE WARRANT SMARTKEM, INC.SmartKem, Inc. • June 15th, 2023 • Semiconductors & related devices • New York
THIS COMMON STOCK 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 Original Issuance Date specified above (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SMARTKEM, INC., a Delaware corporation (the “Company”), up to [__] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2023 • SmartKem, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractSmartKem, Inc. • February 24th, 2021 • 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.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 13th, 2020 • Parasol Investments Corp • Delaware
AGREEMENT (this “Agreement”) entered into as of the 14th day of May, 2020, by and between Parasol Investments Corporation, a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2023 • SmartKem, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2023, between SmartKem, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractSmartKem, Inc. • June 15th, 2023 • Semiconductors & related devices • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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”).
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 AGREEMENTForm of Registration 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
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • SmartKem, Inc. • Semiconductors & related devices • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2023, by and between SmartKem Inc., a Delaware corporation (the “Company”), and Barbra Keck (“Executive”).
CLASS C COMMON STOCK PURCHASE WARRANT SMARTKEM, INC.SmartKem, Inc. • January 29th, 2024 • Semiconductors & related devices • New York
THIS CLASS C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION], 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 Original Issuance Date specified above (the “Initial Exercise Date”), until exercised in full (the “Termination Date”) to subscribe for and purchase from SMARTKEM, INC., a Delaware corporation (the “Company”), up to [RC] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SMARTKEM, INC. (F/K/A PARASOL INVESTMENTS CORP.) PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • 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
Dated: May 31, 2023 CPI INNOVATION SERVICES LIMITED And SMARTKEM LIMITEDSmartKem, Inc. • August 14th, 2023 • Semiconductors & related devices
CPI INNOVATION SERVICES LIMITED, incorporated and registered in England and Wales with company number 05735040 whose registered office is at The Wilton Centre, Wilton, Redcar, Cleveland TS10 4RF (“Licensor”);
Dated 2021 SMARTKEM LIMITED and FCRF 2 LIMITED DEBENTURESmartKem, Inc. • February 24th, 2021 • 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 2019SmartKem, Inc. • February 24th, 2021 • 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
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 LIMITEDSmartKem, Inc. • February 24th, 2021 • 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:SmartKem, Inc. • February 24th, 2021 • 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 AGREEMENTSmartKem, Inc. • February 24th, 2021 • Blank checks • England and Wales
ContractLease • May 13th, 2022 • SmartKem, Inc. • Semiconductors & related devices
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[**].”
SERVICE AGREEMENT ________________________________________________________________________Agreement • September 19th, 2022 • SmartKem, Inc. • Semiconductors & related devices • 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:
FRAMEWORK SUPPLY AGREEMENTFramework Supply Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
CONSENT, CONVERSION AND AMENDMENT AGREEMENTConsent, Conversion and Amendment Agreement • January 29th, 2024 • SmartKem, Inc. • Semiconductors & related devices
This Consent, Conversion and Amendment Agreement (this “Agreement”) is dated as of January 26, 2024, between SmartKem, Inc., a Delaware corporation (the “Company”), and the Holders identified on Schedule A (including their respective successors and assigns, the “Consenting Holders”).
TECHNICAL SERVICE AGREEMENT By and Between Smartkem Limited And Industrial Technology Research InstituteTechnical Service Agreement • July 24th, 2023 • SmartKem, Inc. • Semiconductors & related devices
This TECHNICAL SERVICE AGREEMENT ( the “Agreement”) is entered into as of this 1st day of July, 2023 (the “Effective Date”), by and between Smartkem Limited, a company organized and existing under the laws of England, having its principal office at Manchester Technology Centre Hexagon Tower, Delaunays Road, Blackley, Manchester, England, M9 8GQ (hereinafter referred to as “Smartkem”); and Industrial Technology Research Institute, an institute organized and existing under the laws of the Republic of China (R.O.C.), having its principal office at No.195 Section 4, Chung Hsing Road, Chutung, Hsinchu, Taiwan 31057, R.O.C. ( hereinafter referred to as “ITRI”).
ContractSmartKem, Inc. • March 28th, 2022 • Semiconductors & related devices
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “( ).”
FRAMEWORK SUPPLY AGREEMENTSmartKem, Inc. • March 27th, 2024 • Semiconductors & related devices
SMARTKEM LIMITED -and- ROBERT BAHNS SERVICE AGREEMENT INDEX OF CLAUSESService Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks
GP NURMENKARI INC.Letter Agreement • February 24th, 2021 • SmartKem, Inc. • Blank checks • New York
