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Form 8-K Cen Biotech Inc
8-K - CEN BIOTECH INC (0001653821) (Filer)
SEC.report CEN BIOTECH INC Form 8-K Filer
Published: 2022-04-21 16:05:53-04:00
Submitted: 2022-04-21
Filing Agent: CIK: 0001437749
cenb20220420_8k.htm FORM 8-K
cenb20220420_8k.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 18, 2022 CEN BIOTECH, INC. (Exact name of registrant as specified in its charter)
Ontario, Canada 000-55557 -
(State or Other Jurisdiction
of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 300-3295 Quality Way Windsor, Ontario Canada N8T 3R9 (Address of principal executive offices, including zip code) (519) 419-4958 (Registrant’s telephone number, including area code) Not applicable. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s) Name of each exchange
on which registered
None N/A N/A
? Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement. The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01. Item 3.02. Unregistered Sales of Equity Securities. The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The issuances described in Item 5.02 are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering. Item. 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director On April 19, 2022, Dr. Usamakh Saadikh resigned from his position as a director on the Board of Directors (the “Board”) of CEN Biotech, Inc., an Ontario, Canada corporation (the “Company”) as well as all other positions with the Company effective immediately. Dr. Usamakh Saadikh, was a member of our Board and the Vice President of International Business Development since June 2018. The foregoing resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices by Dr. Saadikh. A copy of Dr. Saadikh’s resignations letter sent via email, dated April 20, 2022, is filed as Exhibits 17.1 hereto. Appointment of Directors On April 18, 2022, the Board appointed the following persons as members of its Board effective April 18, 2022:
? Josef Tukacs; and
? George Dragicevic. Josef Tukacs, age 50, is a business owner specializing in project funding and business capital structures. He is the owner of Corporate Finance Services Inc. which provides financial and CFO expertise to small and medium-sized companies. Mr. Tukacs has owned and operated his family’s companies in the construction and landscaping industries and financial sectors since 2006. Using debt and equity solutions, Mr. Tukacs aims to assist his client’s success through cash flow management, reporting engagement, and exit strategies. We believe that Mr. Tukacs’ financial acumen and high customer service standards will bring expertise to the board. George Dragicevic, age 55, is an independent, licensed real estate broker in Windsor, Ontario. For nearly 20 years, Mr. Dragicevic has managed the comprehensive fields of Development and Site Selection for national retailers and developers alike. His extensive experience and skills in developing and implementing real estate strategies have earned him a reputation as a seasoned professional in areas of retail, commercial, residential and industrial real estate development. Mr. Dragicevic has an Honours Bachelor of Commerce Degree from the University of Windsor and is active in his community with leadership positions within various civic and community organizations. We believe that his business experience and negotiating skills will bring valuable experience to the Board. Settlement Agreements with Departing Officers and Directors As reported by the Company on its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2022, on April 14, 2022, the following persons resigned from the following positions from the Company. Bahige (Bill) Chaaban resigned from his positions as Chief Executive Officer, President, Chairman of the Board of Directors Company effective at the close of business on April 14, 2022. Alex Tarrabain resigned from his positions as the Company’s Chief Financial Officer and Director effective at the close of business on April 14, 2022. Rick Purdy resigned from his positions as Company’s Senior Vice President of Deals and Acquisitions and Director effective at the close of business on April 14, 2022. Amen Ferris resigned from his positions as Company’s Vice President and Director effective at the close of business on April 14, 2022. Joseph Byrne resigned from his positions as a Director of the Company effective at the close of business on April 14, 2022. Additionally, Richard Boswell resigned from his positions as the Company’s Senior Executive Vice President and Director effective as of April 15, 2022. The foregoing resignations shall be referred to together herein as the “Resignations”. Subsequent to the effectiveness of the above Resignations, the above named persons no longer hold any positions with the Company. In connection with the Resignations, the Company has entered into the settlement agreements described below with the following persons.
Settlement Agreement with Bahige (Bill) Chaaban On April 19, 2022, the Company, entered into a settlement agreement with Bahige (Bill) Chaaban (the “Chaaban Settlement Agreement”) pursuant to which the Company agreed to issue Mr. Chaaban 1,785,096 restricted shares of its common stock in exchange for the accrued salary of $133,882.19 owed to Mr. Chaaban as of the date of his resignation from the Company pursuant to his employment agreement with the Company. Pursuant to the Chaaban Settlement Agreement, Mr. Chaaban’s Employment Agreement with the Company dated November 30, 2017, was terminated as of April 14, 2022. Pursuant to the Chaaban Settlement Agreement, Mr. Chaaban agreed to release the Company from any claims, as such term is defined thereunder, that Mr. Chaaban may have against the Company. The foregoing description of the Chaaban Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of the Chaaban Settlement Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Settlement Agreement with Alex Tarrabain On April 19, 2022, the Company, entered into a settlement agreement with Alex Tarrabain (the “Tarrabain Settlement Agreement”) pursuant to which the Company agreed to issue Mr. Tarrabain 1,196,673 restricted shares of its common stock in exchange for the accrued salary of $89,682.19 owed to Mr. Tarrabain as of the date of his resignation from the Company pursuant to his employment agreement with the Company. Pursuant to the Tarrabain Settlement Agreement, Mr. Tarrabain’s Employment Agreement with the Company dated May 21, 2019, was terminated as of April 14, 2022. Pursuant to the Tarrabain Settlement Agreement, Mr. Tarrabain agreed to release the Company from any claims, as such term is defined thereunder, that Mr. Tarrabain may have against the Company. The foregoing description of the Tarrabain Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of the Tarrabain Settlement Agreement, which is filed herewith as Exhibit 10.2 and is incorporated by reference herein. Settlement Agreement with Rick Purdy On April 19, 2022, the Company, entered into a settlement agreement with Rick Purdy (the “Purdy Settlement Agreement”) pursuant to which the Company agreed to issue Mr. Purdy 150,483 restricted shares of its common stock in exchange for the accrued salary of $11,286.19 owed to Mr. Purdy as of the date of his resignation from the Company pursuant to his employment agreement with the Company. Pursuant to the Purdy Settlement Agreement, Mr. Purdy’s Employment Agreement with the Company dated December 6, 2021, was terminated as of April 14, 2022. Pursuant to the Purdy Settlement Agreement, Mr. Purdy agreed to release the Company from any claims, as such term is defined thereunder, that Mr. Purdy may have against the Company. The foregoing description of the Purdy Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purdy Settlement Agreement, which is filed herewith as Exhibit 10.3 and is incorporated by reference herein.
Settlement Agreement with Ameen Ferris On April 19, 2022, the Company, entered into a settlement agreement with Ameen Ferris (the “Ferris Settlement Agreement”) pursuant to which the Company agreed to issue Mr. Ferris 433,096 restricted shares of its common stock in exchange for the accrued salary of $32,482.19 owed to Mr. Ferris as of the date of his resignation from the Company pursuant to his employment agreement with the Company. Pursuant to the Ferris Settlement Agreement, Mr. Ferris’s Employment Agreement with the Company dated April 2, 2021, was terminated as of April 14, 2022. Pursuant to the Ferris Settlement Agreement, Mr. Ferris agreed to release the Company from any claims, as such term is defined thereunder, that Mr. Ferris may have against the Company. The foregoing description of the Ferris Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of the Ferris Settlement Agreement, which is filed herewith as Exhibit 10.4 and is incorporated by reference herein. Settlement Agreement with Richard Boswell On April 19, 2022, the Company, entered into a settlement agreement with Richard Boswell (the “Boswell Settlement Agreement”) pursuant to which the Company agreed to issue Mr. Boswell 1,785,096 restricted shares of its common stock in exchange for the accrued salary of $133,882.19 owed to Mr. Boswell as of the date of his resignation from the Company pursuant to his employment agreement with the Company. Pursuant to the Boswell Settlement Agreement, Mr. Boswell’s Employment Agreement with the Company dated November 30, 2017, was terminated as of April 15, 2022. Pursuant to the Boswell Settlement Agreement, Mr. Boswell agreed to release the Company from any claims, as such term is defined thereunder, that Mr. Boswell may have against the Company. The foregoing description of the Boswell Settlement Agreement does not purport to be complete and is qualified in its entirety by the full text of the Boswell Settlement Agreement, which is filed herewith as Exhibit 10.5 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit No. Description
10.1* Settlement Agreement dated April 19, 2022 between the registrant and Bahige (Bill) Chaaban.
10.2* Settlement Agreement dated April 19, 2022 between the registrant and Alex Tarrabain.
10.3* Settlement Agreement dated April 19, 2022 between the registrant and Rick Purdy.
10.4* Settlement Agreement dated April 19, 2022 between the registrant and Ameen Ferris.
10.5* Settlement Agreement dated April 19, 2022 between the registrant and Richard Boswell.
17.1* Resignation Letter from Dr. Usamakh Saadikh dated April 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CEN Biotech, Inc.
Date: April 21, 2022 By: /s/ Brian S. Payne
Brian S. Payne
Chief Executive Officer (principal executive officer)
ex_361618.htm EXHIBIT 10.1
ex_361618.htm
Exhibit 10.1
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into as of April 19, 2022, by and between CEN Biotech Inc. (the “Company”) and Bahige Chaaban (the “Executive”). The Company and Executive shall collectively be referred to as the “Parties”.
WHEREAS, in connection with the Executive Employment Agreement executed between the Parties, dated November 30, 2017 (the “Employment Agreement”), the Company owes Executive $133,882.19 in accrued salary compensation as of the date of the Executive’s resignation from the Company on April 14, 2022 (the “Effective Date”), (referred to herein as the “Outstanding Amount”);
WHEREAS, the Parties hereby agree that the Employment Agreement shall terminate, and all of the Executive’s rights to compensation, payments and/or benefits under the Employment Agreement shall cease effective as of the Effective Date;
WHEREAS, the Parties desire to enter into this Agreement to amicably settle in good faith the matter of the Outstanding Amount;
WHEREAS, in accordance with the Employment Agreement and in consideration of the Executive’s release of the Company for the Outstanding Amount, as well as a Release (as defined under Section 1) by Executive of the Company, the Company agreed to pay Executive a settlement in the form of Stock Consideration (as defined under Section 2) instead of paying the Outstanding Amount in the form of cash; and
NOW, THEREFORE, for and in consideration of the promises, covenants and release set forth herein, the sufficiency of which consideration is hereby expressly acknowledged, the Company and Executive hereby agree as follows:
1.
Release.
Subject to the issuance of the Stock Consideration to Executive, as defined and set forth in Section 2 herein, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (the “Release”) the Company, its parents, subsidiaries, affiliates, successors, and assigns, and its officers, directors, employees, related parties and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Related Parties”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Release, against the Related Parties for any Claims (as defined herein). For purposes of this Release, “Claims” means any rights, causes of action, charges, suits, grievances, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected relating to (i) claims under any contract relating to compensation for employment; (ii) tort claims, such as for defamation or emotional distress; (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, sexual orientation, handicap and/or disability, national origin or any other legally protected class; (iv) claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, and similar state statutes and municipal ordinances; (v) claims under the Employee Retirement Income Security Act, federal and state wage payment laws and federal and state wage and hour laws, including laws relating to overtime and vacation; (vi) claims under the Worker Adjustment and Retraining Notification Act of 1988 or similar statutes or regulations of any jurisdiction relating to any plant closing or mass lay-off; (vii) claims under the Family and Medical Leave Act and similar state leave laws; (viii) claims for wrongful discharge; (ix) claims under any other federal, state or municipal employment-related laws; and (x) claims made under or related to any Company compensation or benefit plan; provided, that Claims shall not include any claims that cannot be waived as a matter of law.
1
2.
Stock Consideration.
a)
In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 1,785,096 shares of the Company’s common stock (“Stock Consideration”) in exchange for the Outstanding Amount.
b)
Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c)
The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
3.
Representation as to “Investor” Status.
The Executive represents and warrants to, and covenants with, the Company that the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.
2
4.
Securities Not Registered.
a)
The Executive understands that the Stock Consideration issuable upon execution of this Agreement has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Executive unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Executive understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Executive has had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Company, and to review any other relevant documents and records concerning the business of the Company, and the terms and conditions of Stock Consideration. The Executive understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Company.
b)
The Executive understands that the certificates or other instruments representing the securities included in the Stock Consideration (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
c)
The Executive has full power and authority to make the representations referred to herein, to acquire the Stock Consideration and to execute this Agreement. The Executive acknowledges that they have read this Agreement and understands it and that they have executed this Agreement by their own free will for the purposes and considerations set forth herein, acting upon the advice of counsel of their choice.
3
d)
The Executive understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance of the Stock Consideration under the federal and state securities laws and for other purposes.
5.
Binding Effect.
This Agreement is intended to be a legally enforceable contract and shall become binding and enforceable upon its execution. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall inure to the benefit of and be binding upon the Parties and their heirs, administrators, legal representatives, successors and assigns.
6.
Entire Agreement.
This Agreement embodies the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matters addressed herein. No variation, modification or alteration of the terms hereof shall be binding upon either party hereto unless set forth in writing and executed by the Parties hereto.
7.
Counterparts.
This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same agreement.
8.
Headings.
The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.
9.
Recitals.
The recitals contained herein are true and correct. The representations and covenants contained herein survive the execution of this Agreement.
10.
Advice of Counsel.
Each party represents and warrants that it has retained or has been given the opportunity to retain independent legal counsel with respect to this Agreement and the advisability of executing this Agreement. Each party has not relied in any way upon representations, statements, or other information provided by the other party in connection with the Agreement or the advisability of executing this Agreement except as set forth herein.
11.
No Reliance on Other Representations.
Except for the written warranties, representations, covenants, terms and conditions specifically set forth herein, in executing this Agreement, no party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action, including, but not limited to: (i) the subject matter or effect of this Agreement; and/or (ii) any other facts or issues which might be deemed material to the decision to enter into this Agreement, other than as specifically set forth in this Agreement.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CEN BIOTECH INC.
By:
/s/ Brian Payne
Name:
Brian Payne
Title:
Chief Executive Officer
BAHIGE CHAABAN
By: /s/ Bahige Chaaban
5
ex_361619.htm EXHIBIT 10.2
ex_361619.htm
Exhibit 10.2
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into as of April 19, 2022, by and between CEN Biotech Inc. (the “Company”) and Alex Tarrabain (the “Executive”). The Company and Executive shall collectively be referred to as the “Parties”.
WHEREAS, in connection with the Executive Employment Agreement executed between the Parties, dated May 21, 2019 (the “Employment Agreement”) the Company owes Executive $89,682.19 in accrued salary compensation as of the date of the Executive’s resignation from the Company on April 14, 2022 (the “Effective Date”), (referred to herein as the “Outstanding Amount”);
WHEREAS, the Parties hereby agree that the Employment Agreement shall terminate, and all of the Executive’s rights to compensation, payments and/or benefits under the Employment Agreement shall cease effective as of the Effective Date;
WHEREAS, the Parties desire to enter into this Agreement to amicably settle in good faith the matter of the Outstanding Amount;
WHEREAS, in accordance with the Employment Agreement and in consideration of the Executive’s release of the Company for the Outstanding Amount, as well as a Release (as defined under Section 1) by Executive of the Company, the Company agreed to pay Executive a settlement in the form of Stock Consideration (as defined under Section 2) instead of paying the Outstanding Amount in the form of cash; and
NOW, THEREFORE, for and in consideration of the promises, covenants and release set forth herein, the sufficiency of which consideration is hereby expressly acknowledged, the Company and Executive hereby agree as follows:
1.
Release.
Subject to the issuance of the Stock Consideration to Executive, as defined and set forth in Section 2 herein, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (the “Release”) the Company, its parents, subsidiaries, affiliates, successors, and assigns, and its officers, directors, employees, related parties and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Related Parties”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Release, against the Related Parties for any Claims (as defined herein). For purposes of this Release, “Claims” means any rights, causes of action, charges, suits, grievances, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected relating to (i) claims under any contract relating to compensation for employment; (ii) tort claims, such as for defamation or emotional distress; (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, sexual orientation, handicap and/or disability, national origin or any other legally protected class; (iv) claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, and similar state statutes and municipal ordinances; (v) claims under the Employee Retirement Income Security Act, federal and state wage payment laws and federal and state wage and hour laws, including laws relating to overtime and vacation; (vi) claims under the Worker Adjustment and Retraining Notification Act of 1988 or similar statutes or regulations of any jurisdiction relating to any plant closing or mass lay-off; (vii) claims under the Family and Medical Leave Act and similar state leave laws; (viii) claims for wrongful discharge; (ix) claims under any other federal, state or municipal employment-related laws; and (x) claims made under or related to any Company compensation or benefit plan; provided, that Claims shall not include any claims that cannot be waived as a matter of law.
1
2.
Stock Consideration.
a)
In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 1,196,673 shares of the Company’s common stock (“Stock Consideration”) in exchange for the Outstanding Amount.
b)
Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c)
The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
3.
Representation as to “Investor” Status.
The Executive represents and warrants to, and covenants with, the Company that the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.
2
4.
Securities Not Registered.
a)
The Executive understands that the Stock Consideration issuable upon execution of this Agreement has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Executive unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Executive understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Executive has had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Company, and to review any other relevant documents and records concerning the business of the Company, and the terms and conditions of Stock Consideration. The Executive understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Company.
b)
The Executive understands that the certificates or other instruments representing the securities included in the Stock Consideration (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
c)
The Executive has full power and authority to make the representations referred to herein, to acquire the Stock Consideration and to execute this Agreement. The Executive acknowledges that they have read this Agreement and understands it and that they have executed this Agreement by their own free will for the purposes and considerations set forth herein, acting upon the advice of counsel of their choice.
3
d)
The Executive understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance of the Stock Consideration under the federal and state securities laws and for other purposes.
5.
Binding Effect.
This Agreement is intended to be a legally enforceable contract and shall become binding and enforceable upon its execution. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall inure to the benefit of and be binding upon the Parties and their heirs, administrators, legal representatives, successors and assigns.
6.
Entire Agreement.
This Agreement embodies the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matters addressed herein. No variation, modification or alteration of the terms hereof shall be binding upon either party hereto unless set forth in writing and executed by the Parties hereto.
7.
Counterparts.
This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same agreement.
8.
Headings.
The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.
9.
Recitals.
The recitals contained herein are true and correct. The representations and covenants contained herein survive the execution of this Agreement.
10.
Advice of Counsel.
Each party represents and warrants that it has retained or has been given the opportunity to retain independent legal counsel with respect to this Agreement and the advisability of executing this Agreement. Each party has not relied in any way upon representations, statements, or other information provided by the other party in connection with the Agreement or the advisability of executing this Agreement except as set forth herein.
11.
No Reliance on Other Representations.
Except for the written warranties, representations, covenants, terms and conditions specifically set forth herein, in executing this Agreement, no party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action, including, but not limited to: (i) the subject matter or effect of this Agreement; and/or (ii) any other facts or issues which might be deemed material to the decision to enter into this Agreement, other than as specifically set forth in this Agreement.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CEN BIOTECH INC.
By:
/s/ Brian Payne
Name:
Brian Payne
Title:
Chief Executive Officer
ALEX TARRABAIN
By: /s/ Alex Tarrabain
5
ex_361620.htm EXHIBIT 10.3
ex_361620.htm
Exhibit 10.3
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into as of April 19, 2022, by and between CEN Biotech Inc. (the “Company”) and Rick Purdy (the “Executive”). The Company and Executive shall collectively be referred to as the “Parties”.
WHEREAS, in connection with the Executive Employment Agreement executed between the Parties, dated December 6, 2021 (the “Employment Agreement”), the Company owes Executive $11,286.19 in accrued salary compensation as of the date of the Executive’s resignation from the Company on April 14, 2022 (the “Effective Date”), (referred to herein as the “Outstanding Amount”);
WHEREAS, the Parties hereby agree that the Employment Agreement shall terminate, and all of the Executive’s rights to compensation, payments and/or benefits under the Employment Agreement shall cease effective as of the Effective Date;
WHEREAS, the Parties desire to enter into this Agreement to amicably settle in good faith the matter of the Outstanding Amount;
WHEREAS, in accordance with the Employment Agreement and in consideration of the Executive’s release of the Company for the Outstanding Amount, as well as a Release (as defined under Section 1) by Executive of the Company, the Company agreed to pay Executive a settlement in the form of Stock Consideration (as defined under Section 2) instead of paying the Outstanding Amount in the form of cash; and
NOW, THEREFORE, for and in consideration of the promises, covenants and release set forth herein, the sufficiency of which consideration is hereby expressly acknowledged, the Company and Executive hereby agree as follows:
1.
Release.
Subject to the issuance of the Stock Consideration to Executive, as defined and set forth in Section 2 herein, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (the “Release”) the Company, its parents, subsidiaries, affiliates, successors, and assigns, and its officers, directors, employees, related parties and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Related Parties”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Release, against the Related Parties for any Claims (as defined herein). For purposes of this Release, “Claims” means any rights, causes of action, charges, suits, grievances, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected relating to (i) claims under any contract relating to compensation for employment; (ii) tort claims, such as for defamation or emotional distress; (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, sexual orientation, handicap and/or disability, national origin or any other legally protected class; (iv) claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, and similar state statutes and municipal ordinances; (v) claims under the Employee Retirement Income Security Act, federal and state wage payment laws and federal and state wage and hour laws, including laws relating to overtime and vacation; (vi) claims under the Worker Adjustment and Retraining Notification Act of 1988 or similar statutes or regulations of any jurisdiction relating to any plant closing or mass lay-off; (vii) claims under the Family and Medical Leave Act and similar state leave laws; (viii) claims for wrongful discharge; (ix) claims under any other federal, state or municipal employment-related laws; and (x) claims made under or related to any Company compensation or benefit plan; provided, that Claims shall not include any claims that cannot be waived as a matter of law.
1
2.
Stock Consideration.
a)
In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 150,483 shares of the Company’s common stock (“Stock Consideration”), in exchange for the Outstanding Amount.
b)
Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c)
The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
3.
Representation as to “Investor” Status.
The Executive represents and warrants to, and covenants with, the Company that: the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.
2
4.
Securities Not Registered.
a)
The Executive understands that the Stock Consideration issuable upon execution of this Agreement has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Executive unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Executive understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Executive has had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Company, and to review any other relevant documents and records concerning the business of the Company, and the terms and conditions of Stock Consideration. The Executive understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Company.
b)
The Executive understands that the certificates or other instruments representing the securities included in the Stock Consideration (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
c)
The Executive has full power and authority to make the representations referred to herein, to acquire the Stock Consideration and to execute this Agreement. The Executive acknowledges that they have read this Agreement and understands it and that they have executed this Agreement by their own free will for the purposes and considerations set forth herein, acting upon the advice of counsel of their choice.
3
d)
The Executive understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance of the Stock Consideration under the federal and state securities laws and for other purposes.
5.
Binding Effect.
This Agreement is intended to be a legally enforceable contract and shall become binding and enforceable upon its execution. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall inure to the benefit of and be binding upon the Parties and their heirs, administrators, legal representatives, successors and assigns.
6.
Entire Agreement.
This Agreement embodies the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matters addressed herein. No variation, modification or alteration of the terms hereof shall be binding upon either party hereto unless set forth in writing and executed by the Parties hereto.
7.
Counterparts.
This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same agreement.
8.
Headings.
The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.
9.
Recitals.
The recitals contained herein are true and correct. The representations and covenants contained herein survive the execution of this Agreement.
10.
Advice of Counsel.
Each party represents and warrants that it has retained or has been given the opportunity to retain independent legal counsel with respect to this Agreement and the advisability of executing this Agreement. Each party has not relied in any way upon representations, statements, or other information provided by the other party in connection with the Agreement or the advisability of executing this Agreement except as set forth herein.
11.
No Reliance on Other Representations.
Except for the written warranties, representations, covenants, terms and conditions specifically set forth herein, in executing this Agreement, no party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action, including, but not limited to: (i) the subject matter or effect of this Agreement; and/or (ii) any other facts or issues which might be deemed material to the decision to enter into this Agreement, other than as specifically set forth in this Agreement.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CEN BIOTECH INC.
By:
/s/ Brian Payne
Name:
Brian Payne
Title:
Chief Executive Officer
RICK PURDY
By: /s/ Rick Purdy
5
ex_361621.htm EXHIBIT 10.4
ex_361621.htm
Exhibit 10.4
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into as of April 19, 2022, by and between CEN Biotech Inc. (the “Company”) and Ameen Ferris (the “Executive”). The Company and Executive shall collectively be referred to as the “Parties”.
WHEREAS, in connection with the Executive Employment Agreement executed between the Parties, dated April 2, 2021 (the “Employment Agreement”), the Company owes Executive $32,482.19 in accrued salary compensation as of the date of the Executive’s resignation from the Company on April 14, 2022 (the “Effective Date”), (referred to herein as the “Outstanding Amount”);
WHEREAS, the Parties hereby agree that the Employment Agreement shall terminate, and all of the Executive’s rights to compensation, payments and/or benefits under the Employment Agreement shall cease effective as of the Effective Date;
WHEREAS, the Parties desire to enter into this Agreement to amicably settle in good faith the matter of the Outstanding Amount;
WHEREAS, in accordance with the Employment Agreement and in consideration of the Executive’s release of the Company for the Outstanding Amount, as well as a Release (as defined under Section 1) by Executive of the Company, the Company agreed to pay Executive a settlement in the form of Stock Consideration (as defined under Section 2) instead of paying the Outstanding Amount in the form of cash; and
NOW, THEREFORE, for and in consideration of the promises, covenants and release set forth herein, the sufficiency of which consideration is hereby expressly acknowledged, the Company and Executive hereby agree as follows:
1.
Release.
Subject to the issuance of the Stock Consideration to Executive, as defined and set forth in Section 2 herein, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (the “Release”) the Company, its parents, subsidiaries, affiliates, successors, and assigns, and its officers, directors, employees, related parties and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Related Parties”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Release, against the Related Parties for any Claims (as defined herein). For purposes of this Release, “Claims” means any rights, causes of action, charges, suits, grievances, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected relating to (i) claims under any contract relating to compensation for employment; (ii) tort claims, such as for defamation or emotional distress; (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, sexual orientation, handicap and/or disability, national origin or any other legally protected class; (iv) claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, and similar state statutes and municipal ordinances; (v) claims under the Employee Retirement Income Security Act, federal and state wage payment laws and federal and state wage and hour laws, including laws relating to overtime and vacation; (vi) claims under the Worker Adjustment and Retraining Notification Act of 1988 or similar statutes or regulations of any jurisdiction relating to any plant closing or mass lay-off; (vii) claims under the Family and Medical Leave Act and similar state leave laws; (viii) claims for wrongful discharge; (ix) claims under any other federal, state or municipal employment-related laws; and (x) claims made under or related to any Company compensation or benefit plan; provided, that Claims shall not include any claims that cannot be waived as a matter of law.
1
2.
Stock Consideration.
a)
In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 433,096 shares of the Company’s common stock (“Stock Consideration”), in exchange for the Outstanding Amount.
b)
Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c)
The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
3.
Representation as to “Investor” Status.
The Executive represents and warrants to, and covenants with, the Company that: the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.
2
4.
Securities Not Registered.
a)
The Executive understands that the Stock Consideration issuable upon execution of this Agreement has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Executive unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Executive understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Executive has had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Company, and to review any other relevant documents and records concerning the business of the Company, and the terms and conditions of Stock Consideration. The Executive understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Company.
b)
The Executive understands that the certificates or other instruments representing the securities included in the Stock Consideration (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
c)
The Executive has full power and authority to make the representations referred to herein, to acquire the Stock Consideration and to execute this Agreement. The Executive acknowledges that they have read this Agreement and understands it and that they have executed this Agreement by their own free will for the purposes and considerations set forth herein, acting upon the advice of counsel of their choice.
3
d)
The Executive understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance of the Stock Consideration under the federal and state securities laws and for other purposes.
5.
Binding Effect.
This Agreement is intended to be a legally enforceable contract and shall become binding and enforceable upon its execution. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall inure to the benefit of and be binding upon the Parties and their heirs, administrators, legal representatives, successors and assigns.
6.
Entire Agreement.
This Agreement embodies the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matters addressed herein. No variation, modification or alteration of the terms hereof shall be binding upon either party hereto unless set forth in writing and executed by the Parties hereto.
7.
Counterparts.
This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same agreement.
8.
Headings.
The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.
9.
Recitals.
The recitals contained herein are true and correct. The representations and covenants contained herein survive the execution of this Agreement.
10.
Advice of Counsel.
Each party represents and warrants that it has retained or has been given the opportunity to retain independent legal counsel with respect to this Agreement and the advisability of executing this Agreement. Each party has not relied in any way upon representations, statements, or other information provided by the other party in connection with the Agreement or the advisability of executing this Agreement except as set forth herein.
11.
No Reliance on Other Representations.
Except for the written warranties, representations, covenants, terms and conditions specifically set forth herein, in executing this Agreement, no party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action, including, but not limited to: (i) the subject matter or effect of this Agreement; and/or (ii) any other facts or issues which might be deemed material to the decision to enter into this Agreement, other than as specifically set forth in this Agreement.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CEN BIOTECH INC.
By:
/s/ Brian Payne
Name:
Brian Payne
Title:
Chief Executive Officer
AMEEN FERRIS
By: /s/ Ameen Ferris
5
ex_361622.htm EXHIBIT 10.5
ex_361622.htm
Exhibit 10.5
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) is entered into as of April 19, 2022 by and between CEN Biotech Inc. (the “Company”) and Richard Boswell (the “Executive”). The Company and Executive shall collectively be referred to as the “Parties”.
WHEREAS, in connection with the Executive Employment Agreement executed between the Parties dated November 30, 2017 (the “Employment Agreement”), the Company owes Executive $133,882.19 in accrued salary compensation as of the date of the Executive’s resignation from the Company on April 15, 2022 (the “Effective Date”), (referred to herein as the “Outstanding Amount”);
WHEREAS, the Parties hereby agree that the Employment Agreement shall terminate, and all of the Executive’s rights to compensation, payments and/or benefits under the Employment Agreement shall cease effective as of the Effective Date;
WHEREAS, the Parties desire to enter into this Agreement to amicably settle in good faith the matter of the Outstanding Amount;
WHEREAS, in accordance with the Employment Agreement and in consideration of the Executive’s release of the Company for the Outstanding Amount, as well as a Release (as defined under Section 1) by Executive of the Company, the Company agreed to pay Executive a settlement in the form of Stock Consideration (as defined under Section 2) instead of paying the Outstanding Amount in the form of cash; and
NOW, THEREFORE, for and in consideration of the promises, covenants and release set forth herein, the sufficiency of which consideration is hereby expressly acknowledged, the Company and Executive hereby agree as follows:
1.
Release.
Subject to the issuance of the Stock Consideration to Executive, as defined and set forth in Section 2 herein, Executive, for himself, his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges (the “Release”) the Company, its parents, subsidiaries, affiliates, successors, and assigns, and its officers, directors, employees, related parties and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Related Parties”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Release, against the Related Parties for any Claims (as defined herein). For purposes of this Release, “Claims” means any rights, causes of action, charges, suits, grievances, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected relating to (i) claims under any contract relating to compensation for employment; (ii) tort claims, such as for defamation or emotional distress; (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, sexual orientation, handicap and/or disability, national origin or any other legally protected class; (iv) claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, and similar state statutes and municipal ordinances; (v) claims under the Employee Retirement Income Security Act, federal and state wage payment laws and federal and state wage and hour laws, including laws relating to overtime and vacation; (vi) claims under the Worker Adjustment and Retraining Notification Act of 1988 or similar statutes or regulations of any jurisdiction relating to any plant closing or mass lay-off; (vii) claims under the Family and Medical Leave Act and similar state leave laws; (viii) claims for wrongful discharge; (ix) claims under any other federal, state or municipal employment-related laws; and (x) claims made under or related to any Company compensation or benefit plan; provided, that Claims shall not include any claims that cannot be waived as a matter of law.
1
2.
Stock Consideration.
a)
In accordance with the Employment Agreement and in consideration of the waiver and release of claims set forth in Section 1 above, and in exchange for executing this Agreement, the Company agrees to issue to Executive 1,785,096 shares of the Company’s common stock (“Stock Consideration”), in exchange for the Outstanding Amount.
b)
Furthermore, Executive agrees that the Stock Consideration issued pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws.
c)
The Stock Consideration defined herein this Section 2 is hereby accepted by the Executive in full, fair and reasonable satisfaction of the Outstanding Amount.
3.
Representation as to “Investor” Status.
The Executive represents and warrants to, and covenants with, the Company that: (i) the Executive: (A) either (i) is an "accredited investor" as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) or (ii) the Executive is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in shares presenting an investment decision like that involved in the issuance of the Stock Consideration, including investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to acquire the Stock Consideration; (B) the Executive is acquiring the Stock Consideration set forth herein in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Stock Consideration or any arrangement or understanding with any other persons regarding the distribution of such Stock Consideration; (C) the Executive will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Stock Consideration except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; and (D) the Executive has, in connection with its decision to purchase the Stock Consideration set forth herein, relied only upon the representations and warranties of the Company contained herein. Subject to Section 4 herein this Agreement, the Executive understands that the issuance of Stock Consideration has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Executive’s representations and intent as expressed herein.
2
4.
Securities Not Registered.
a)
The Executive understands that the Stock Consideration issuable upon execution of this Agreement has not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by the Executive unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Executive understands that the exemptions from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to it) depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Executive has had an opportunity to ask questions of and receive answers from the management and authorized representatives of the Company, and to review any other relevant documents and records concerning the business of the Company, and the terms and conditions of Stock Consideration. The Executive understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Company.
b)
The Executive understands that the certificates or other instruments representing the securities included in the Stock Consideration (the “Securities”), shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
c)
The Executive has full power and authority to make the representations referred to herein, to acquire the Stock Consideration and to execute this Agreement. The Executive acknowledges that they have read this Agreement and understands it and that they have executed this Agreement by their own free will for the purposes and considerations set forth herein, acting upon the advice of counsel of their choice.
3
d)
The Executive understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance of the Stock Consideration under the federal and state securities laws and for other purposes.
5.
Binding Effect.
This Agreement is intended to be a legally enforceable contract and shall become binding and enforceable upon its execution. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall inure to the benefit of and be binding upon the Parties and their heirs, administrators, legal representatives, successors and assigns.
6.
Entire Agreement.
This Agreement embodies the entire Agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matters addressed herein. No variation, modification or alteration of the terms hereof shall be binding upon either party hereto unless set forth in writing and executed by the Parties hereto.
7.
Counterparts.
This Agreement may be executed in several counterparts, each copy of which shall serve as an original for all purposes, but all copies shall constitute but one and the same agreement.
8.
Headings.
The headings in this Agreement are for purposes of reference only and shall not be considered in construing this Agreement.
9.
Recitals.
The recitals contained herein are true and correct. The representations and covenants contained herein survive the execution of this Agreement.
10.
Advice of Counsel.
Each party represents and warrants that it has retained or has been given the opportunity to retain independent legal counsel with respect to this Agreement and the advisability of executing this Agreement. Each party has not relied in any way upon representations, statements, or other information provided by the other party in connection with the Agreement or the advisability of executing this Agreement except as set forth herein.
11.
No Reliance on Other Representations.
Except for the written warranties, representations, covenants, terms and conditions specifically set forth herein, in executing this Agreement, no party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action, including, but not limited to: (i) the subject matter or effect of this Agreement; and/or (ii) any other facts or issues which might be deemed material to the decision to enter into this Agreement, other than as specifically set forth in this Agreement.
[Signature page to follow]
4
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
CEN BIOTECH INC.
By:
/s/ Brian Payne
Name:
Brian Payne
Title:
Chief Executive Officer
RICHARD BOSWELL
By: /s/ Richard Boswell
5
ex_361623.htm EXHIBIT 17.1
ex_361623.htm
Exhibit 17.1
From: international.company <ksma0001@yahoo.com>
Sent: April 20, 2022 12:59 PM
To: Brian Payne <brian@cenbiotechinc.com>
Subject: for Mr.Brian
Brian,
Please accept this email as my resignation from all positions in Cen biotech Canada effective immediately.
Yours truly
Usamakh Saadikh
Best regards Dr.Usama
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