LEIIO WELLNESS LTD.Warrant Indenture • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and authorized to carry on business as a trust company in the provinces of Alberta and British Columbia (the “Warrant Agent”).
ODYSSEY TRUST COMPANY WARRANT INDENTUREFirst Person Ltd. • May 5th, 2022 • Medicinal chemicals & botanical products • Alberta
NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Washington
Lessor: Provisions Mushroom Farm LLC c/o Robert Kaelin, of 11634 Waddell Creek Rd. SW Olympia, WA. 98512 hereinafter referred to as “Lessor”, and
MEMBERSHIP AGREEMENT HI CORY ROSENBERG Please review your Membership Details below. If you have any questions or concerns, please don’t hesitate to reach out to us at WE-US-44492@wework.com PRIMARY MEMBER INFORMATION cory R Primary member: Cory...Membership Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • New York
By electronically signing the(se) membership agreement(s) below, your company is entering into legally binding agreement(s). Please download and read carefully prior to signing. Any Agreement(s), including the(se) Terms and Conditions and Membership Details form(s), and any applicable Service Package Addendum(s), will be effective when signed by both parties. In the event of any conflict between the(se) Terms and Conditions and the Membership Details form(s), the Membership Details form(s) shall prevail.
EMPLOYMENT AGREEMENT BY AND BETWEEN FIRST PERSON, INC. AND CORY ROSENBERGEmployment Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • California
This Employment Agreement (this “Agreement”) is entered into as of January 1, 2022 (the “Effective Date”), by and between First Person, Inc., a Delaware corporation (the “Company”), and Cory Rosenberg (the “Executive”).
CLICK CAPITAL GROUP LLC 7901 4th St N Ste 300, St. Petersburg, FL 33702 ron@clickcapitalgroupllc.com STANDARD MERCHANT CASH ADVANCE AGREEMENTAdvance Agreement • September 29th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Utah
This is an Agreement dated 09/19/2023 by and between CLICK CAPITAL GROUP LLC (“CCG”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).
FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENTFuture Receivables Sale and Purchase Agreement • September 29th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Texas
This agreement (“Agreement”), dated 09/19/2023, between Fundonatic (“Purchaser”) and the seller(s) listed herein (collectively, the “Seller”) (all capitalized terms shall have the meanings ascribed to them below):
CLOUDFUND LLC FUTURE RECEIPTS SALE AND PURCHASE AGREEMENTFuture Receipts Sale and Purchase Agreement • September 13th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • New York
This agreement (this “Agreement”), dated 12/19/2022, between CLOUDFUND LLC (“Buyer”) and the seller(s) listed herein (collectively, the “Seller”) (all capitalized terms shall have the meanings ascribed to them below):
POLICY INFORMATIONPolicy Information • September 13th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products
Definitions: Wherever the word “Policy” or “Policies” is used in this Payment Agreement, “PA”, unless otherwise defined herein, it means the policy(ies) listed on the SCHEDULE OF POLICIES within the Notice of Acceptance. Wherever the word “we” or “us” or “our” is used in this Agreement, it means the undersigned Insured/Borrower or, if there is more than one Insured/Borrower, the undersigned Insureds/Borrowers, jointly and severally. “Imperial PFS Canada” means Imperial PFS Payments Canada, ULC and its successors and assigns. Wherever the words “Insurance Company” or “Insurance Companies” are used in this Agreement, they mean the insurance companies listed on the SCHEDULE OF POLICIES within the Notice of Acceptance. Interpretation: In this PA, words indicating the singular shall include the plural and vice versa, and words indicating one gender shall include all genders.
FIRST SUPPLEMENTAL WARRANT INDENTUREFirst Supplemental Warrant Indenture • July 11th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
WHEREAS the Corporation (as Leiio Wellness Ltd.) and the Warrant Agent entered into a warrant indenture dated as of the 14th day of July, 2021, as may be supplemented or amended from time to time (the “Warrant Indenture”), pursuant to which the Corporation may issue warrants of the Corporation (the “Warrants”), each Warrant entitling the holder thereof to purchase one common share of the Corporation, all in accordance with the terms and conditions of the Warrants;
CURVE CAPITAL LLCAdvance Agreement • September 13th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Florida
This is an Agreement dated 8/31/2023 by and between CURVE CAPITAL LLC (“CURVE”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).
ASSIGNMENT OF LEASEOffice Lease • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
This lease dated as of February 8, 2021 (the “Lease”), is made and entered into by the Landlord and Tenant named below who agree as follows:
AMENDMENT TO MEMBERSHIP AGREEMENTMembership Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products
Reference is hereby made to the WeWork Membership Agreement between 3900 W Alameda Ave Tenant LLC (“WeWork”) and cory R dated February 25, 2021, including the accompanying Membership Details Form and any other amendments thereto (the “Agreement”). The parties agree that the following terms shall be considered binding amendments to the Agreement (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
AMENDMENT TO MEMBERSHIP AGREEMENTMembership Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products
Reference is hereby made to the WeWork Membership Agreement between 3900 W Alameda Ave Tenant LLC (“WeWork”) and cory R dated June 30, 2021, including the accompanying Membership Details Form and any other amendments thereto (the “Agreement”). The parties agree that the following terms shall be considered binding amendments to the Agreement (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products
WHEREAS the Executive wishes to be employed with the Corporation and the Corporation wishes to engage the Executive in the role of Chief Financial Officer.
SHARE PURCHASE AGREEMENT AMONGShare Purchase Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
BETWEEN: TRUMED LIMITED, a corporation incorporated under the laws of Jamaica, for the purposes of providing representations and warranties set out in Article 5; (the “Company”)
Merchant Loan AgreementMerchant Loan Agreement • September 13th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Utah
This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and First Person Inc. (“Borrower,” “You”, or “Your”). The parties agree to the following terms and conditions, which create a binding legal relationship:
AMENDMENT TO MEMBERSHIP AGREEMENT HI CORY ROSENBERG Please review the Amendment to your Membership Agreement below. If you have any questions or concerns, please don’t hesitate to reach out to us at WE-US-44492@wework.comMembership Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products
Reference is hereby made to the WeWork Membership Agreement between 3900 W Alameda Ave Tenant LLC (“WeWork”) and First Person dated June 30, 2021, including the accompanying Membership Details Form and any other amendments thereto (the “Agreement”). The parties agree that the following terms shall be considered binding amendments to the Agreement (the “Amendment”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
OPTION AGREEMENT Dated effective_______________.Option Agreement • May 5th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products
This issuance of Options (as defined below) is granted pursuant to, and is subject to and governed by, the terms and conditions of the Securities-Based Compensation Plan of Leiio Wellness Ltd. (the “Corporation”) dated with effect as of March 31, 2021, as amended from time to time (the “Plan”). In the event that any provision of this Option Agreement conflicts with or is inconsistent in any respect with those terms of the Plan that are applicable to an award of Options, the terms of the Plan shall govern. Terms not otherwise defined herein shall have the meaning attributed thereto in the Plan.
BOARD OBSERVER AGREEMENTBoard Observer Agreement • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
LEIIO WELLNESS LTD., a corporation incorporated and subsisting pursuant to the laws of the Province of Alberta (the Corporation).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2022 • First Person Ltd. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 17, 2021 (this “Agreement”), is entered into by and among LEIIO Inc., a Delaware corporation (the “Delaware Corporation”), LEIIO Merger Sub, Inc., a Delaware corporation (the “Merger Sub”) and LEIIO Wellness Ltd., a corporation incorporated and existing pursuant to the laws of the Province of Alberta (the “Parent,” and together with the Delaware Corporation and the Merger Sub, the “Corporations”).
FIRST PERSON LTD. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent SUPPLEMENTAL WARRANT INDENTURE Dated as of June 28, 2023 SECOND SUPPLEMENTAL WARRANT INDENTURESecond Supplemental Warrant Indenture • July 11th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • Alberta
ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada and authorized to carry on business in the Provinces of Alberta and British Columbia (the “Warrant Agent”)
First Person Ltd. CONVERTIBLE SECURED PROMISSORY NOTE PURCHASE AGREEMENTPromissory Note Purchase Agreement • April 13th, 2023 • First Person Ltd. • Medicinal chemicals & botanical products • New York
_____ (n) An employee benefit plan with total assets of more than U.S.$5 million, established and maintained by a state, a political subdivision of a state, or any agency or instrumentality of a state or its political subdivisions.
