Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 1 of 42
`
`Corporate Creations Network Inc.
`801 US Highway 1 North Palm Beach, FL 33408
`
`Klondike Agricultural Products Inc.
`Carla S. Warner, EA Controller
`China Direct Imports LLC
`PO Box 791
`Statesville NC 28687
`
`April 20, 2020
`
`SERVICE OF PROCESS NOTICE
`
`The following is a courtesy summary of the enclosed document(s). ALL information should be verified by you.
`Note: Any questions regarding the substance of the matter described below, including the status or how to respond, should be
`directed to the contact set forth in line 12 below or to the court or government agency where the matter is being heard. IMPORTANT:
`All changes or updates to the SOP contact individuals or their contact information must be submitted in writing to
`SOPcontact@corpcreations.com. Any changes will become effective upon written confirmation of Corporate Creations.
`
`Item: 2020-1
`
`1.
`
`2.
`
`3.
`
`4.
`
`5.
`
`6.
`
`7.
`
`8.
`
`9.
`
`10.
`
`11.
`
`12.
`
`13.
`
`14.
`
`15.
`
`Entity Served:
`
`Klondike Agricultural Products Inc.
`
`Title of Action:
`
`American Hemp Ventures, Inc. vs. Klondike Agricultural Products, LLC, et al.
`
`Document(s) Served:
`
`Court/Agency:
`
`Summons to Klondike Agricultural Products, Inc.
`Exhibits
`District Court Civil (CV) Case Cover Sheet for Initial Pleading of Complaint, Counterclaim, Cross-Claim or
`Third Party Complaint
`Complaint and Jury Demand
`Denver County District Court, Colorado
`
`State Served:
`
`Florida
`
`Case Number:
`
`2020CV031380
`
`Case Type:
`
`Claim for Relief/Breach of Contract
`
`Method of Service:
`
`Hand Delivered
`
`Date Received: Monday 04/20/2020
`
`Date to Client: Monday 04/20/2020
`
`# Days When Answer Due:
`Answer Due Date:
`
`35
`Monday 05/25/2020
`
`CAUTION: Client is solely responsible for verifying the accuracy of the estimated Answer Due
`Date. To avoid missing a crucial deadline, we recommend immediately confirming in writing
`with opposing counsel that the date of the service in their records matches the Date Received.
`
`Sop Sender:
`(Name, City, State, and Phone Number)
`
`Shipped To Client By:
`
`Tracking Number:
`
`Robert E. Burk
`Centennial, CO
`303-520-1401
`Regular Mail and Email with PDF Link
`
`Handled By:
`
`101
`
`16.
`
`Notes:
`
`Please note that the print quality of the Exhibits is poor. As a courtesy, the original is being sent to your
`attention by regular mail.
`NOTE: This notice and the information above is provided for general informational purposes only and should not be considered a legal opinion. The client and their legal
`counsel are solely responsible for reviewing the service of process and verifying the accuracy of all information. At Corporate Creations, we take pride in developing systems
`that effectively manage risk so our clients feel comfortable with the reliability of our service. We always deliver service of process so our clients avoid the risk of a default
`judgment. As registered agent, our role is to receive and forward service of process. To decrease risk for our clients, it is not our role to determine the merits of whether service
`of process is valid and effective. It is the role of legal counsel to assess whether service of process is invalid or defective. Registered agent services are provided by Corporate
`Creations Network Inc.
`
`801 US Highway 1 North Palm Beach, FL 33408 Tel: (561) 694-8107 Fax: (561) 694-1639
` www.CorporateCreations.com
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 2 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 2 of 42
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`
`
`DISTRICT COURT, CITY AND COUNTY OF DENVER,
`STATE OF COLORADO
`
`Court Address:
`
`1437 Bannock St.
`
`Denver, CO 80202
`
`PLAINTIFF: AMERICAN HEMP VENTURES, INC., a
`
`Nevada corporation;
`
`V.
`
`DEFENDANT: KLONDIKE AGRICULTURAL
`PRODUCTS, LLC, a Florida limited liability company; and
`KLONDIKE AGRICULTURAL PRODUCTS, INC., 3
`
`Florida corporation.
`
`4i COURT USE ONLY 4
`
`SUMMONS TO KLONDIKE AGRICULTURAL PRODUCTS, INC.
`
`Attorney for Plaintiff
`Robert E. Burk, Reg. No. 40337
`Burk & Burk
`12835 E. Arapahoe Rd.
`Tower 2, Suite 320
`Centennial, CO 801 12
`Telephone: 303.520.1401
`robert@burkandburk.com
`
`Case Number: 101,0 (Ll/(Ml
`
`Div.:
`
`TO THE ABOVE-NAMED DEFENDANT: Klondike Agricultural Products, Inc.
`
`YOU ARE HEREBY SUMMONED and required to file with the Clerk of this Court an answer
`or other response to the attached Complaint.
`If service of the Summons and Complaint was
`made upon you within the State of Colorado, you are required to file your answer or other
`response within 21 days after such service upon you. If service of the Summons and Complaint
`was made upon you outside of the State of Colorado, you are required to file your answer or
`other response within 35 days after such service upon you. Your answer or counterclaim must
`be accompanied with the applicable filing fee.
`
`If you fail to file your answer or other response to the Complaint in writing within the applicable
`time period, the Court may enter judgment by default against you for the relief demanded in the
`Complaint without further notice.
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 3 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 3 of 42
`
`Respectfully submitted this 16th day of April, 2020.
`
`Burk & Burk
`(Original Signature on File)
`
`xiv/Robert E. Burk, Esq.
`Robert E. Burk, Esq., No. 4033?
`Attorney for PlaintiflAmerican
`Hemp Ventures, Inc.
`
`WARNING: A valid summons may be issued by a lawyer and it need not contain a court case
`number, the signature of a court officer, or a court seal. The plaintiff has 14 days from the date
`this summons was served on you to file the case with the court. You are responsible for
`contacting the court to find out whether the case has been filed and obtain the case number. If
`the plaintiff files the case within this time, then you must respond as explained in this summons.
`If the plaintiff files more than 14 days after the date the summons was served on you, the case
`may be dismissed upon motion and you may be entitled to seek attorney’s fees from the plaintiff.
`
`TO THE CLERK: If the summons is issued by the clerk of the court, the signature block for the
`clerk or deputy should be provided by stamp, or typewriter, in the space to the left of the
`attorney’s name.
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 4 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 4 of 42
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`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 5 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 5 of 42
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`ARTICLES OF ORGANIZATION
`OF
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`KLONDIKE AGRICULTURAL PRODUCTS, LLC
`
`The Worligncd, being a duly authorized tapresentative of the membeds), desiring to
`form a limited liability company under and pursuant to the Florida Limited Liability Computy
`Act, Chapter 608. Florida Statutes, does hereby adopt the following Articles of Organization:
`
`ARTICLE I
`
`NAME
`
`limited liability umtpany is KLONDIKE AGRICULTURAL
`the
`The name of
`PRODUCTS. LLC (the "Company").
`
`ARTICLE I!
`ADDRESS
`
`The principal and mailing address of the Company is;
`
`l1380 PTOSpCfilF Forms Road, fllIIE
`Palm Beach Gardens, FL 334 I 0
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`ARTICLE III
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`The Company‘destgmtee l [380 Freeway Farm: Road, #2215, Palm Bette}: Gardene. FL
`33410 n; the street address of the Initial registered office of the Company momma: Corporate
`Creation: Network Inc. as the Company's; initial registered agent at that address to accept service
`of prams Within this state.
`
`ARTICLE 1V
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`The period ofthe Company‘s: dmation shall commence with the filing of these Articles of
`Organization with the Secretary of State, and shall continue perpetually, unless tenninoted (i) in
`accordance with the Company‘s Dperating Agreement. or (it) by the mitten agreement of a
`majority ofownershtp Interest.
`
`ARTICLE V
`
`MANAGEM [NT
`
`The Company shall be oomlueled. carried on, and managed by at least one [1) Manager and is,
`therefore, a mmgervmanaged Company. The ManagetCe) shall also have the rights and
`responsibilities described in the Operating Agreement of the Company, if applicable. The
`Managefis) shall serve in such capacity until their memorial are duly elected and qualified.
`
`HIZUWOJIb l8 3
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`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 6 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 6 of 42
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`ARTICLE VI
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`MAME
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`The. me and warn of the initial Mmmgcr of the Company in:
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`Woddwide Mmgpnmu LLC
`11380 Pmspccily 1731111311033. #2218
`Palm Bach Gardens. FL 33410
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`ARTICLE V“
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`Th: pm'poee for which the Company is being fanned Is to rugagc in my activity or
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`ARTICLE VIII
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`ARTICLE 13
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`The power to adopt, alter. amcmL m repeal the Operating Agreemu or the Company
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`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 7 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 7 of 42
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`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 8 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 8 of 42
`
`2014 FLORIDA LIMITED LIABILITY COMPANY ANNUAL REPORT
`DOCUMENT# L12000017598
`Entity Name: KLONDIKE AGRICULTURAL PRODUCTS, LLC
`
`FILED
`Mar 24, 2014
`Secretary 0* State
`
`600356634445
`
`Current Principal Place of Business:
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES SUITE 170
`ATLANTA, GA 30346
`
`Current Mailing Address:
`
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES SUITE 170
`ATLANTA, GA 30348 US
`
`FEI Number: NOT APPLICABLE
`
`Certificate of Status Desired: No
`
`Name and Address of Current Registered Agent:
`
`JACOBSON, RICHARD A ESQ.
`501 E. KENNEDY BOULEVARD
`SUITE 1700
`TAMPA, FL 33602 US
`
`The above named entity submits this statement for the purpose of changing its registered cities or registered agent, or both, in the State of Florida.
`SIGNATURE: RICHARD A. JACOBSON
`03/24/2014
`________—_____—————-—
`Electronic Signature of Registered Agent
`Date
`
`Authorized Person(s) Detail :
`Title
`MGR
`
`Name
`
`Address
`
`SCHMIDT. PETER H ESQ.
`
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES SUITE 170
`
`City-State-Zip: ATLANTA GA 30345
`
`I hereby certify that the information indicated on this report or supplements! report is true and accurate and that my electronic signature she” have the same tegai eitect as it made under
`oath; that] am a managing member or manager ofthe irmited iiebItJ‘ty company or the receiver or trustee empowered to execute thrs report as required by Chapter 605, Florida Statutes; and
`that my name appears above. or on an attachment with art other titre empowered.
`03/24/2014
`MGR
`SIGNATURE: PETER H. SCHMIDT ll
`________________—————
`Electronic Signature of Signing Authorized Personts) Detail
`Date
`
`Exhibit 2
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 9 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 9 of 42
`
`
`
`(Requesmrs Name)
`
`
`(Address)
`
`
`
`iAddressi
`
`(Business Entity flame)
`
`(fiument Numbeti
`
`'
`-
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`Cemfied COPIES
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`Office Use Only
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 10 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 10 of 42
`
`
`
`FLORIDA DEPARTMENT OF STATE
`Division of Corporations
`
`March 17, 2014
`
`RICHARD A. JACOBSON
`501 E. KENNEDY BLVD, SUITE 1700
`TAMPA, Fl. 33602
`
`SUBJECT: KLONDIKE AGRICULTURAL PRODUCTS. INC.
`Ref. Number: W14000016742
`
`We have received your document for KLONDIKE AGRICULTURAL PRODUCTS,
`INC. and your check(s) totaling $105.00. However, the enclosed document has
`not been filed and is being returned for the following correction(s):
`
`.
`
`‘
`
`As a condition of a conversion, pursuant to s.605.0212(9) & s.605.0212(10),
`Florida Statutes, the entity must be active and current in filing its annual reports
`with the Department of State through December 31 oi the calendar year in which
`the conversion is submitted for filing.
`
`Please return the correcterfifiififlhnfim’hd your document, atong with a
`
`copy of this letter, within 60 eye or your
`
`' g-wilt be considered abandoned.
`
`If you have any questions concerning the filing of your document, please call
`(350) 245-6052.
`
`Sylvia Giibert
`Regulatory Specialist Ii
`New Filing Section
`
`.93
`
`Letter Number: 914A00005653
`
`wwwsunbizcrg
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 11 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 11 of 42
`
`COVER LETTER
`
`TO:
`
`Charter Section
`
`Division of Corporations
`SUBJECT: Klondike Agricultural Products, Inc.
`
`
`
`Name of Resulting Florida Profit Corporation
`
`The enclosed Certificate of Conversion, Articles of Incorporation, and fees are submitted to
`convert an “Other Business Entity” into a “Florida Profit Corporation” in accordance with s.
`607.1115, F.S.
`
`Please return all correspondence concerning this matter to:
`
`Richard A. Jacobson
`ContactPerson
`
`Fowler White 80995 P.A.
`
`Firm/Company
`
`501 E. Kennedy Boulevard, Suite 1700
`
`Address
`
`Tampa, FL 33602
`
`City, State and Zip Code
`
`'acobson@fowlen~hite.com
`
`
`MEHMMWIMW report In
`'
`
`
`
`For further information concerning this matter, please call:
`Richard A. Jacobson a“813 J222-1159
`
`Name of Contact Person
`
`Area Code and Daytime Telephone Number
`
`Enclosed is a check for the following amount:
`
`El $105.00 Filing Fees
`
`031 13.75 Filing Fees
`and Certificate of
`Status
`
`03113.75 Filing Fees Usrzzso Filing Fees.
`and Certified Copy
`Certified Copy, and
`Certificate of Status
`
`STREET ADDRESS:
`Charter Section
`Division of Corporations
`Clifion Building
`2661 Executive Center Circle
`Tallahassee, FL 32301
`
`MAILING ADDRESS:
`Charter Section
`Division of Corporations
`P. 0. Box 6327
`Tallahassee, FL 32314
`
`'
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 12 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 12 of 42
`
`Q,WWW FILED
`DOCUMENTI! L12000017598
`Mar 24, 2014
`_
`Secretary of State
`E
`.
`L N I
`ntIty Name K 0 D KE AGRICULTURAL PRODUCTS. LLC
`(300355634445
`Current Principal Place of Business:
`115 PERIMEI'ER CENTER PLACE
`SOUTH TERRACES SUITE 170
`ATLANTA GA 30346
`
`Current Malling Address:
`
`115 PERIMEI‘ER CENTER PLACE
`SOUTH TERRACES SUITE 170
`ATLANTA GA 30346 US
`
`FEI Number: NOT APPLICABLE
`
`Certificate of Status Desired: No
`
`Name and Address of Current Registered Agent:
`
`JACOBSON. RICHARD A ESQ.
`501 E. KENNEDY BOULEVARD
`SUITE 1700
`TAMPA FL 33802 US
`
`wwwmanmmmm mmthrIMpwpouermnmhwmnddfieeerngmemdm mam gamer-steam.
`
`SIGNATURE: Wm
`EIeeImnI: swam of Reglelered Agent
`
`Authorized Person(s) Detail:
`TIIIB
`MGR
`
`Name
`
`Add!“
`
`SCHMIDT. PETER H ESQ.
`
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES SUITE 170
`
`City-ShIe-Zip: ATLANTA GA 30348
`
`0324:2014
`Phil“a
`
`Immmmmmemnnmwawmemmmmmuwmmmmn-u Mummeflbflutmm
`urn;MImemgfiqumdehM-fldflflwwmmwwmmnuwmmmumweymm madman
`“lawman-«M wmummumumm
`
`MGRSIGNATURE: PETER H. SCHMIDT II 0312412014M
`Morita Slgneture d Signing Auduized Pelsonm DeteII
`Dale
`
`
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 13 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 13 of 42
`
`Certificate of Conversion
`.
`For
`“Other Business Entig”
`Into
`Florida Profit Corporation
`
`'
`
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`
`I
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`This Certificate of Conversion and attached Articles of Incorporation are submitted to
`convert the following “Other Business Entity” into a Florida Profit Corporation in
`accordance with s. 607.1 115, Florida Statutes.
`
`1. The name of the “Other Business Entity” immediately prior to the filing of this Certificate
`of Conversion is:
`
`Klondike Agricultural Products, LLC
`
`._ (moi/75%?
`
`Enter Name of Other Business Entity
`
`2. The “Other Business Entity/"'isa Limited Liability company
`(Enter entity type. Example:
`limited liability company, limited partnership,
`general partnership, common law or business trust, etc.)
`, Florida
`first organized, formed or incorporated under the laws 0
`(Enter state, or if a non-US. entity, the name of the country)
`on February 6, 2012
`
`Enter date “Other Business Entity” was first organized, formed or incorporated
`
`3. if the jurisdiction of the “Other Business Entity" was changed, the state or country under
`the laws of which it is now organized, formed or incorporated:
`
`4. The name of the Florida Profit Corporation as set forth in the attached Articles of
`Incorporation:
`-
`Klondike Agricultural Products, Inc.
`
`Enter Name of Florida Profit Corporation
`
`5. If not effective on the date of filing, enter the efi'ective date:
`(The effective date: 1) cannot be prior to nor more than 90 days after the date this
`document is filed by the Florida Department of State; fl 2) must be the same as the
`effective date listed in the attached Articles of Incorporation, if an effective date is listed
`therein.)
`
`Page 1 ot'2
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 14 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 14 of 42
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`Signed this 1"
`
`day of March
`
`, 2014
`
`Reguired Signature for Florida Profit Corporation:
`
`Signature of Chairman, Vice Chairman, Director, Officer
`if Directors or Officers have not
`
`been selected, an lncorporator:
`
`Printed Name: Richard A. Jacobson
`
`Reguired Signature“: on behalf of Other Business Entity:
`signature(s).]
`
`[See below for required
`
`Signature:
`Printed Name: Richard A. Jacobson
`
`Title: A
`
`'
`
`"mm
`
`Signature:
`Printed Name:
`
`Signature:
`Printed Name:
`
`Title:
`
`Title:
`
`
`
`Signature:
`Printed Name:
`
`Signature:
`Primed Name:
`
`Signature:
`Printed Name:
`
`Title:
`
`Title:
`
`Title:
`
`11' Florida General Partnership or Limited Liabilig Partnership:
`Signature of one General Partner.
`
`If Florida Limited Partnershi or Limited Liabili
`Signatures of ALL General Partners.
`
`If Florida Limited Liabilig Company:
`Signature of a Member or Authorized Representative.
`
`All others:
`
`Signature of an authorized person.
`
`11%
`
`Certificate of Conversion:
`
`$35.00
`
`Fees for Florida Articles of Incorporation:
`Certified Copy:
`Certificate of Status:
`
`$70.00
`$8.75 (Optional)
`$8.75 (Optional)
`
`Page 2 of2
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 15 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 15 of 42
`
`FEESI
`
`‘
`
`‘
`
`I
`
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`ARTICLES OF INCORPORATION
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`KLONDIKE AGRICULTURAL PRODUCTS, INC.
`‘3 39/2.- 40
`
`The undersigned, acting as incorporator of a corporation under the Florida Business
`Corporation Act, does hereby adopt the following articles ofincorporation for such corporation (the
`“Corporation“):
`
`ARTICLE I
`
`Name
`
`The name of the Corporation is Klondike Agricultural Products, Inc.
`
`ARTICLE II
`
`Initial Principal Office and Mailing Address
`
`The initial principal office and mailing address of the Corporation is 115 Perimeter Center
`Place, South Terraces, Suite 170, Atlanta, Georgia 30346.
`
`ARTICLE III
`
`Shares
`
`The Corporation shall have authority to issue 10,000 common shares with a par value of
`$0.01 per share.
`
`ARTICLE [V
`
`Initial Registered Agent and Office
`
`The street address of the Corporation's initial registered Office is 501 E. Kennedy Blvd, Suite
`.
`1700, Tampa, Florida 33602 and the name of the Corporation’s initial registered agent at that address
`is Fowler White Boggs, P.A., care of Richard A. Jacobson.
`
`I
`
`ARTICLE V
`
`lncorporator
`
`The name and address of the incorporator are:
`
`15.41212
`
`Richard A. Jacobson
`
`
`Address
`
`Fowler White Boggs, PA
`501 E. Kennedy Blvd., Suite 1700
`Tampa, FL 33602
`
`Page 1
`
`

`

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`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 16 of 42
`
`Pagel
`
`.
`
`ARTIan v1
`Indemnification
`
`No director of the Corporation shall be personally liable to the Corporation or its
`shareholders for monetary damages to the Corporation or any other person for any statement, vote,
`decision or failure to act, regarding corporate management or policy, as a director, except to the
`extent that such exemption from liability or limitation thereof is not permitted under the Florida
`Business Corporation Act.
`
`The Corporation shall indemnify to the full extent permitted by law any person who is made,
`or is threatened to be made, a party to any action suit or proceeding (whether civil, criminal,
`administrative or investigative) by reason of the fact that he or she is or was a director or officer of
`the Corporation or serves or served any other enterprises at the request of the Corporation. If the
`Florida Business Corporation Act is amended after the filing of these Articles of Incorporation of
`which this Article VII is a part to authorize corporate action further eliminating or limiting the
`personal liability ofdirectors, then the liability ofa director of the Corporation shall be eliminated or
`limited to the fullest extent permitted by the Florida Business Corporation Act as so amended.
`
`Any repeal or modification of the foregoing paragraph by the shareholders ofthe Corporation
`shall not adversely affect any right or protection of a director of the Corporation existing at the time
`of such repeal or modification.
`
`ARTICLE VII]
`
`Effective Date
`
`The foregoing amendment shall become effective upon filing with the Department of State of
`the state of Florida.
`
`Dated this 11‘h day of March, 2014.
`
`Name: Richard % Jacobson
`
`Title:
`
`Incorporator
`
`Page 2
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 17 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 17 of 42
`
`Page 3 “
`
`ACCEPTANCE I§Y gEGlSTERED AGENT
`
`Having been named as registered agent and to accept service of process for Klondike
`Agricultural Products, Inc., at the place designated as the registered office,
`I hereby accept the
`appointment as registered agent and agree to act in this capacity. I further agree to comply with the
`provisions of all statutes relating to the proper and complete performance of my duties, and I am
`familiar with and accept the duties and obligations of my position as registered agent.
`
`Dated this 1 1““ day of March, 2014.
`
`REGISTERED AGENT:
`
`FOWLER WHITE BOGGS PA.
`
`By; \@
`
`Name: Richard A. Jacobson
`
`Title: Authorized Agent
`
`Page 3
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 18 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 18 of 42
`
`2020 FLORIDA PROFIT CORPORATION ANNUAL REPORT
`
`DOCUMENT# P14000026929
`Entity Name: KLONDIKE AGRICULTURAL PRODUCTS. INC.
`
`FILED
`
`Mar 07, 2020
`Secretary °f State
`6672404173CC
`
`Current Principal Place of Business:
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES. SUITE 170
`ATLANTA. GA 30346
`
`Current Mailing Address:
`
`115 PERIMETER CENTER PLACE
`SOUTH TERRACES, SUITE 170
`ATLANTA, GA 30346 US
`
`FEI Number: APPLIED FOR
`
`Certificate of Status Desired: No
`
`Name and Address of Current Registered Agent:
`CORPORATE CREATIONS NETWORK INC.
`801 US HIGHWAY 1
`NORTH PALM BEACH, FL 33408 US
`
`The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Ftortda.
`
`SIGNATURE:
`
`Electronic Signature Of Registered Agent
`
`Date
`
`OfficeriDirector Detail :
`Title
`MANG
`
`Name
`
`Address
`
`GOODMAN. NEIL J
`
`156 UPPER OAK DRIVE
`
`City-SIate—Zip:
`
`STATESVILLE NC 28625
`
`I hereby certify that the information Indicated on this report or supplementat report is true and accurate and that my electronic signature shaft have the same tsgat effect as it made under
`oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as requrred by Chapter 607. Florida Statutes: and that my name appears
`above. or on an attachment with ati other ttk- empowered.
`
`0310712020
`ANGELA MARTIN,
`SIGNATURE: GOODMAN . NEIL J
`ATTORNEY-lN-FACT
`
`Electronic Signature of Signing OfficeriDirector Detait
`
`Date
`
`Exhibit 4
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 19 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 19 of 42
`
`SUPPLY AGREEMENT
`
`THIS SUPPLY AGREEMENT (this "Agreement') is entered into and is made
`effective as of the date upon which both Parties have signed the Agreement (the ‘Effective
`Date") by and between American Hemp Ventures, Inc., a corporation organized under
`the iaws of the State of Nevada and having a place of business at 2821 S. Parker Road,
`Ste. 93? Aurora, CO 80014, United States ("AMHVX
`
`and
`
`Klondike Agriculturai Products, LLC, a privately-heid company organized under
`the laws of the State of Honda, and having a place of business at 11380 Prosperity Farms
`Road, No. 221E, Palm Beach Gardens, Florida 33410. United States (“Klondike") (each
`a “Party” or coitectively, “Parties', as the case may be).
`
`WHEREAS, AMHV markets and sells hemp seed and hemp seed products:
`
`WHEREAS, Klondike has invested in research and development for over fifteen
`years to produce and market Capsule Products for a variety of seeds inctuding hemp
`seeds ("Hemp Capsule Products“);
`
`WHEREAS. Klondike desires to expand the distribution of its Capsule Technology
`specifically into the hemp market;
`
`WHEREAS. AMHV has existing relationships and systems for marketing, setting.
`and distributing hemp seeds and hemp seed products through its channets of trade
`including. without iimitation. direct-to-customer;
`
`WHEREAS, Klondike desires to sell its Hemp Capsule Products through AMHV‘s
`distribution in its channels of trade;
`
`WHEREAS. the Parties desire to enter into this exclusive Agreement under
`which AMHV will be the sole and exclusive distributor to market and salt Hemp Capsuie
`Products into all domestic and international hemp customers;
`
`NOW, therefore, in consideration of the foregoing and the mutuai covenants and
`agreements contained herein and for other good and valuable consideration. the receipt
`and sufficiency of which are hereby acknowledged. the Parties hereto. intending to be
`iegally bound, agree as foilows:
`
`1.
`
`CERTAIN DEFiNED TERMS
`
`As used in this Agreement, the following terms shall have the following meanings:
`
`ta;
`
`“Hemp Capsule Products" means Capsule Products relating to hemp.
`
`aananalI;abanAbblbllllllllblllllbblllilllll
`
`Exhibit 5
`
`

`

`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 20 of 42
`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC Colorado Page 20 of 42
`
`Dbbabbtbbbvt§fi~ibbib0.0.0.1....IIICCIO‘OOICCECC...
`
`"Background Intellectual Property Rights" means Klondike's Intellectual
`(b)
`Property Rights or AMHV’s intellectual Property Rights as of the Effective Date of this
`Agreement.
`
`“Capsuie Products“ means seed and seed products that incorporate
`to)
`Capsule Technology.
`
`“Capsule Technology' means the information and know-how for
`(6)
`manufacturing seed and seed products using biodegradable capsules or other
`structures that house the seed or seed product. Capsule Technology includes. without
`limitation. any Capsule Product manufactured in accordance with Klondike's patents,
`pending applications. technology, information, know-how. trade secrets. and any other
`lnteiiectual Property Rights.
`
`"Intellectual Property Rights" means all industrial and other intellectual
`(a)
`property rights comprising or relating to (i) Patents; (ii) Trademarks; (iii) internet domain
`names. whether or not Trademarks. registered by any authorized private registrar or
`Governmental Authority. web addresses. web pages. website. and URLs; (iv) works of
`authorship, expressions. designs and design registrations, whether or not copyrightabie.
`including copyrights‘and oopyrightabte works. software and firmware. [application
`programming interfaces. architecture. files. records. schematics.) data. data files. and
`databases and other specifications and documentation; (v) Trade Secrets; and (vi) ail
`industriai and other intellectual property rights. and all rights. interests and protections
`that are associated with. equivaient or similar to. or required for the exercise of. any of
`the foregoing. however arising, in each case whether registered or unregistered and
`including all registrations and applications for. and renewals or extensions of. such
`rights or forms of protection pursuant to the Laws of any jurisdiction throughout in any
`part of the world.
`
`'Klondike's Business” means Klondike‘s machinery. technology.
`(i)
`information. know-how. patents, pending patent appiications. copyrights. trademarks.
`trade secrets. and any other Intellectual Property Rights relating to Capsule Products.
`
`”Klondike's Facilities” means any factory. storage facility. warehouse. real
`{9)
`property, or other structure for development. manufacturing. andior storage of Hemp
`Capsule Products.
`
`“Person“ means any individual. partnership. corporation, trust. limited
`in)
`iiabiiity entity, unincorporated organization. association. Governmental Authority or any
`other entity.
`
`"Representatives" means a Party's affiliates and each of their respective
`{i}
`cersonnel. officers. directors, partners. shareholders. attorneys. third-party advisers.
`Successors and permitted assigns.
`
`‘Seileble Unit” means a single unit of a Hemp Capsuie Product where a
`g)
`smgte unit of a Hemp Capsule Product consists of a single capsule. a single hemp seed
`entrain the capsule. and any other materials within the capsule.
`2
`
`

`

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`Case 1:20-cv-01310-SKC Document 2-1 Filed 05/08/20 USDC