FINAL PURCHASING AGREEMENT BETWEEN GOOD VIBES DISTRIBUTORS, LLC AND PROJECT 1493, LLC.
BETWEEN GOOD VIBES DISTRIBUTORS, LLC AND PROJECT 1493, LLC.
I. Parties
This Final Purchasing Agreement (here on after the “Agreement”) is made and entered into by and between Good Vibes Distributors, LLC as Party of the First Part, and Project 1493, LLC, as Party of the Second Part.
The Party of the First Part official communication information is:
Vistas de San Xxxx 107, Xxxx X. Xxxx, Xxx. 00, Xxx Xxxx, X.X. 00000
xxxxxxxxxxxxxxx@xxxxx.xxx
The Party of the Second Part official communication information is:
Xxxxx Xxxxxxxx
000 Xxx Xxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000
(000) 000-0000
xxxxxxxxx0000@xxxxx.xxx
II. Definitions
In the present Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:
Department of Health = Refers to the Health Department of the Commonwealth of Puerto Rico, agency in charge of the regulations for the Medicinal Cannabis industry in Puerto Rico.
Department of State = Refers to the Department of State of the Commonwealth of Puerto Rico.
Dispensary = A registered establishment that has a valid license or authorization by the Department of Health of Puerto Rico to stock and dispense Medicinal Cannabis.
Exclusivity Period = Refers to a Due Diligence Period or a longer period agreed between the parties, in which the Party for the First Part shall not negotiate with, or in any form, discuss with any third party with regard to this Agreement.
Manufacturing of Cannabis = The process of making Medicinal Cannabis extracts, concentrates, oils, edibles, beverages and other products by a licensed establishment as construed in Regulation No. 8766 of the Department of Health of Puerto Rico as amended.
Material Breach = The following situations will be considered a material breach:
a) Lack of proper licenses and permits according to Regulation 8766 of the Department of Health of Puerto Rico;
b) Failure to comply with the rules and regulations of the commonwealth of Puerto Rico for the establishments in question;
c) False representations regarding the party, the documents submitted or the property subject to the present Agreement;
d) Failure to comply with rectification of a material breach; and
e) Changes in the official communication information provided without proper notice.
Medicinal Cannabis= Refers to all parts of the Cannabis Sativa L. and Cannabis Indica, any hybrid of said plants as well as any compound, derivate, concentrate, mix or confections produced with said plants (i.e. oils, edibles, beverages, etc.) as defined by Regulation No. 8766 of the Department of Health of Puerto Rico.
Party of the First Part = Refers to Medgreen P.R. Inc., who will be the seller of the Medicinal Cannabis dispensaries subject to this Agreement.
Party of the Second Part = Refers to Project 1493, LLC, who will be the buyer of the Medicinal Cannabis dispensaries subject to this Agreement.
Proposed Acquisition = The proposed acquisition of Medicinal Cannabis dispensaries by the Party of the Second Part from the Party of the First Part as contemplated in this Agreement.
Regulation No. 8766 = Regulation Number 8766 of the Department of Health of Puerto Rico: Regulation for the Use, Possession, Growth, Manufacture, Fabrication, Dispensation, Distribution and Investigation of Medicinal Cannabis, approved on the 8th of July, 2016, and its subsequent amendments.
III. Purpose
The purpose of this Agreement is to establish the terms and conditions for the sale and acquisition of one (1) Medicinal Cannabis dispensary prequalification license described below for the agreed amount of $75,000 USD.
IV. Party Considerations and Representations
A. Party of the First Part Considerations and Representations
The Party of the First Part is a for-profit corporation established under the laws of Commonwealth of Puerto Rico, with its main offices in San Juan, P.R., with Department of State registration number 348948, represented by its owner Xxxxxx Xxxxx Xxxxxxx, with the main purpose of dispensing, manufacturing and growing Medicinal Cannabis.
The Party of the First Part represents that he is the legally rightful owner of all permits and licenses granted to date for the following proposed Medical Cannabis dispensary establishment, as pre-qualified by the Department of Health:
| 1) | Proposed Medical Cannabis dispensary located 000-000 Xxxxxxxxx Xxxxxx in San Xxxx, Puerto Rico. The following descriptions and representations apply to this establishment: |
a) “Cannabinology” medicinal Cannabis dispensary. Application No. 2016-11- 0098.
The Party of the First Part wishes to sell all legal rights, permits, licenses, leasing contracts and assets in his power pertaining to the aforementioned dispensary for the total amount of $75,000 USD, with an initial deposit of $7,500 USD.
The Party of the First Part represents that all of the assets, rights and licenses pertaining to the present Agreement have been acquired legally in accordance with the laws and regulations of the Commonwealth of Puerto Rico, including Regulation 8766.
The Party of the First Part represents that he has the capacity to transfer all pertinent documents, licenses and property of his ownership so that the dispensary remains operational during the final closing periods.
The Party of the First Part represents that he is the legally rightful owner of all assets, rights or licenses that he wishes to sell through the present Agreement.
The Party of the First Part represents that, to the best of his knowledge, there is no existing, pending or projected administrative or judicial process regarding the dispensaries subject to this Agreement.
The Party of the First Part represents that there are no outstanding fines at the moment regarding the dispensaries subject to this Agreement.
B. Party of the Second Part Considerations and Representations
The Party of the Second Part is a for-profit corporation established under the laws of Commonwealth of Puerto Rico, with its main offices in San Juan, P.R., with Department of State registration number 3292 represented in this act by Xxxxx Xxxxxxxx, authorized representative of Green Spirit Industries, Inc., who is the sole member of Project 1493, LLC.
The Party of the Second Part represents his interest in purchasing all legal rights, permits, licenses, leasing contracts and assets for the described Medical Cannabis dispensary establishment from the Party of the First Part for the amount established.
The Party of the Second Part represents that he meets the appropriate demands of capacity, competence and financial accountability to fulfill his obligations under the present Agreement. To this effect, the Party of the Second Part will provide a Certificate of Good Standing and any other pertinent and unprivileged document to support this assertion.
C. Mutual Considerations and Representations
Each party to this Agreement represents and warrants that:
(1) It has the power and authority to enter into this Agreement;
(2) All documents supplied to each other pursuant to this Agreement are valid, binding and enforceable upon said party; and
(3) Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and conditions set out in this Agreement, the Party of the First Part agrees to sell all legal rights, permits, licenses and assets in his power pertaining to the aforementioned dispensaries to the Party of the Second Part, who in turn agrees to purchase these from the Party of the First Part.
V. Material Terms and Conditions
A. Transfer of Funds
The parties agree to establish an escrow account to manage the transfer of funds. The Party of the Second Part will deposit the amount of ($7,500 USD) to an FDIC in the United States (including the Commonwealth of Puerto Rico) or COSSEC backed institution in the Commonwealth of Puerto Rico until the present Agreement is formally closed. At which time he will deposit the remaining balance for the purchase of the aforementioned Medical Cannabis dispensary for a grand total of $75,000 USD.
B. Non-Compete Clause
The Party of the First Part agrees not to establish a Medical Cannabis dispensary within a radius of two (2) miles from one of the described dispensaries in this Agreement, or to compete directly or indirectly with the party of the Second Part.
VI. Severability
Should any portion of this Agreement be judicially declared to be null and void or unenforceable, the remainder of the Agreement shall continue in full force and effect.
VII. Integration Clause
This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements and understandings, collateral agreements or understandings, oral or written, related to the subject matter herein. Any and all prior agreements, collateral representations or understandings, oral or written, regarding the sale and acquisition subject to this Agreement are deemed to be null and void for all legal purposes. The present Agreement may only be amended by written consent of the Parties.
VIII. Indemnification Clause
The Party of the First Part shall indemnify the Party of the Second Part for any and all causes of action, claims, suits, demands, damages, obligations, losses, settlements, potential liabilities and costs that may arise by acts or omissions occurred prior to the signing of this Agreement. This clause shall be interpreted as broad as legally possible and it extends to business partners, associates, advisors and relatives of the members entity.
The Party of the First Part will hold the Party of the Second Part harmless from and pay any loss, damage cost or expense (including, without limitation, legal fees and court costs) which the Party of the Second Part incurs by reason of any representation or warranty of the Party of the First Part being incorrect or by reason of any breach by the Party of the First Part of any of its covenants or obligations under this Agreement.
The Party of the First Part should hold a reasonable amount of funds in an escrow account for any potential liabilities that may arise before or after the closing of the Final Agreement and that are the Seller’s sole responsibility.
In the event that the Party of the First Part is compelled to indemnify the Party of the Second Part, the filing of bankruptcy will not allow the Party of the First Part to discharge the indemnification provision of the present Agreement under any condition. The Party of the First Part expressly waives any right that the bankruptcy code may furnish said party during a bankruptcy proceeding pertaining to the present obligation.
IX. Dispute Resolution/ Mediation and Arbitration Clause
Any dispute or reclamation that may arise in regards to the present Agreement, or any other circumstance that requires the intervention of an administrative or judicial forum, will be referred to mediation in the Commonwealth of Puerto Rico in accordance with the Regulation for Alternative Methods of Dispute Resolution. The mediator to be chosen must have a minimum of 15 years of experience in the private law practice.
If the parties fail to resolve any conflict through the mediation process, the issue will be resolved through arbitration in the Commonwealth of Puerto Rico and in accordance with the rules and regulations set forth by the American Arbitration Association. These rules require that a panel of three arbitrators resolve any dispute submitted to their consideration. The arbitrators must have a minimum of 15 years of experience in the private law practice. The decision of the majority of the arbitrators is a final one for the parties. The arbitrators shall resolve any dispute, including matters related to discovery of evidence that may arise during the arbitration process. The non-prevailing party will assume all of the costs of the proceedings, including all legal and attorney fees, the arbitrator fees, filing costs and any other fee incidental to the proceedings. The arbitration panel’s decision may be entered as a judicial sentence or court order in any court that has proper jurisdiction and venue.
X. Confidentiality
Except as provided herein, the existence and the terms of this Agreement shall be maintained in confidence by the parties hereto and their respective officers, directors and employees. Except as compelled to be disclosed by judicial or administrative process or by other requirements of law, legal process, rule or regulation, all public announcements, notices or other communications regarding such matters to third parties, shall require the prior approval of all parties hereto. The Party of the First Part hereby agrees not to divulge any corporate, proprietary or financial information in regards to Project 1493, LLC and any license, rights or property subject to this Agreement.
XI. Copyright Clause
The Party of the First Part hereby transfers any and all ideas, concepts, copyrighted materials and trademarks pertaining to the establishments in question to the Party of the Second Part. All of the rights conceded through the present Agreement are for the sole exploitation of the Party of the Second Part in all jurisdictions where it is legally permitted to dispense Medical Cannabis products.
XII. Governing Language
The governing language of the present document will be English. If the need for a translation arises, the document will be translated from English to Spanish.
XIII. Closing
The closing of the purchase and sale of the assets subject to this Agreement will take place at the time and place that the Parties mutually agree.
At closing and upon the final transfer of the purchase price in full, the Party of the First Part will provide the Party of the Second Part with duly executed forms and documents evidencing transfer of assets, where required including, but not limited to, bills of sale, assignments, assurances, and consents.
XIV. Signatures
IN WITNESS WHEREOF, the parties to this Agreement through their duly authorized representatives have executed this Agreement on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Agreement as set forth herein.
The effective date of this Agreement is the date of the signature last affixed to this page. This Agreement does not require the simultaneous signing of the parties for its validity, but it does require the Party of the First Part to sign before a notary public who will thereafter proceed to notarize the entire document.
The Parties agree that the sale becomes absolutely final and irreversible upon the signing and notarization of the present document. Once this Agreement is signed and notarized, the Party of the Second Part will make the final and entire payment to the Party of the First Part. Once this process is complete, the Party of the First Part cannot withdraw from the present Agreement for any reason whatsoever, except by express and written consent from the Party of the Second Part.
For the Party of the First Part:
| Xxxxxx Xxxxx Xxxxxxx | Date | |
| Owner | ||
| Good Vibes Distributors, LLC |
For the Party of the Second Part:
| Xxxxx Xxxxxxxx | Date | |
| Authorized Representative of Green Spirit Industries, Inc., | ||
| Sole Member of Project 1493, LLC. |
