ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Delaware
THIS ESCROW AGREEMENT, dated as of 7/14/2020 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), The Good Earth Organics, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SI Securities, LLCAgreement • July 22nd, 2020 • Good Earth Organics, Inc. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ContractGood Earth Organics, Inc. • July 22nd, 2020 • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SERIES SEED PREFERRED STOCK PURCHASE AGREEMENTSeries Seed Preferred Stock Purchase Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • New York
THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 19th day of October, 2018 (the “Effective Date”) by and among GEO Holdings, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
MANAGEMENT AGREEMENTManagement Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Oregon
MANAGEMENT AGREEMENT (this “Agreement”) made this [ 1st ] day of October 2018 (the “Effective Date”) by and among ESCP Management LLC and Cliffside Capital LLC (together, “Management”), and GEO Holdings LLC, an Oregon limited liability company (the “Company”).
VOTING AGREEMENTAdoption Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of October, 2018 by and among GEO Holdings, Inc. a Delaware corporation (the “Company”), each holder of the Company’s Series Seed Preferred Stock, $.0001 par value per share (“Series Seed Preferred Stock” or the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors”, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders”, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 19th day of October, 2018, by and among GEO Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SERIES SEED PREFERRED STOCK PURCHASE AGREEMENTSeries Seed Preferred Stock Purchase Agreement • July 22nd, 2020 • Good Earth Organics, Inc. • Delaware
THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 18th day of November, 2019 (the “Effective Date”) by and among The Good Earth Organics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
LEASE AGREEMENTLease Agreement • July 22nd, 2020 • Good Earth Organics, Inc.
THIS LEASE AGREEMENT made and entered into this the 19th day of April, 2017, by and between The Good Earth Organics Supply LLC, as Tenant, and Murphy RE Holding LLC, as Landlord.
