Garmatex Holdings Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF
SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
(THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

SUBSCRIPTION AGREEMENT / DEBT SETTLEMENT 
(Non-US
Subscriber) 

THIS DEBT SETTLEMENT AND SUBSCRIPTION AGREEMENT (the
"Agreement") is entered into on this ____ day of October, 2017. 

	TO: 	Garmatex Holdings Inc. (the "Company")
    


Purchase of Common Shares 

A. The Company is indebted to James Allen Bregani (the
"Subscriber") in the aggregate amount of CDN$26,945.26 (the
"Indebtedness") as at the effective date hereof, as a result of
the assignment of certain debts due to former Company Management arising from
loans and advances to the Company, accrued management fees and certain expenses
paid on behalf of the Company, in the aggregate amount of CDN$26,945.26
(collectively, the “PGGL Advances”); 

B. The Subscriber wishes to subscribe for 2,694,526 Common
Shares (the “Common Shares” or the “Securities”) in the capital
stock of the Company at the price of CDN$0.01 per share;

C. In lieu of receiving cash as payment of the Indebtedness and
accrued and unpaid interest, the Subscriber has agreed to accept the Common
shares as payment of the Indebtedness pursuant to the terms and conditions set
forth in this Agreement; and 

D. In lieu of receiving cash in payment of the subscription
contemplated by this Agreement, the Company is willing to apply the Indebtedness
in payment of the Subscription Proceeds. 

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 

1. Subscription 

1.1 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein the Subscriber hereby
irrevocably subscribes for and agrees to purchase 2,694,526 Common Shares, par
value US$0.001 at a deemed purchase price per Share of CDN$0.01 per share (the
subscription and agreement to purchase being the "Subscription"), for an aggregate deemed
purchase price (the “Subscription Proceeds”) of CDN$26,945.26. 




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1.2 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, the Company hereby
irrevocably agrees to sell the Common Shares to the Subscriber. 

1.3 Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company. 

2. Settlement of Indebtedness


2.1 The Company and the Subscriber acknowledge that: 

	 	(a) 	
      the balance currently due from the Company to the
      Subscriber pursuant to the Indebtedness is an aggregate amount of
      CDN$26,945.26; and

	 	 	 
	 	(b) 	
      the Company and the Subscriber agree to apply the entire
      amount of the Indebtedness inclusive of any accrued and unpaid interest in
      payment of the Subscription Proceeds and, upon delivery of a signed copy
      of this Subscription Agreement to the Subscriber together with
      certificates evidencing the Common Shares registered as provided in this
      Subscription Agreement (the "Share Certificates"), the Subscription
      Proceeds shall be fully paid (and the date of repayment shall be the date
      that the Share Certificates are issued) subject to the conditions
      hereof.



3. Release 

3.1 The Subscriber hereby agrees that upon delivery of the
Common Shares by the Company in accordance with the provisions of this
Agreement, the Indebtedness and any accrued and unpaid interest will be fully
satisfied and extinguished, and the Subscriber will remise, release and forever
discharge the Company and its respective directors, officers, employees,
successors, solicitors, agents and assigns from any and all obligations relating
to the Indebtedness and any accrued and unpaid interest. 

4. Closing 

4.1 The sale of the Common Shares shall be completed (the
"Closing") at such date as the parties may agree upon (the "Closing
Date"). 

5. Acknowledgements of
Subscriber 

5.1 The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or "blue sky" laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      ("Regulation S"), except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 
	 	(c) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:







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	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(d) 	
      none of the Common Shares are listed on any stock
      exchange and no representation has been made to the Subscriber that any of
      the Common Shares will become or remain listed on any stock exchange or
      automated dealer quotation system;

	 	 	 
	 	(e) 	
      none of the Securities may be offered or sold by the
      Subscriber to a U.S. Person (as defined in Section 6.1, below, or for the
      account or benefit of a U.S. Person (other than a distributor) prior to
      the end of the Distribution Compliance Period (as defined
  herein);

	 	 	 
	 	(f) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities;

	 	 	 
	 	(g) 	
      no documents in connection with the sale of the
      Securities hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 
	 	(h) 	
      the Subscriber is purchasing the Securities pursuant to
      an exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is not
      a resident of United States and, as a
consequence:




	 	(i) 	
      is restricted from using most of the civil remedies
      available under U.S. securities legislation,

	 	 	 
	 	(ii) 	
      may not receive information that would otherwise be
      required to be provided under U.S. securities legislation, and

	 	 	 
	 	(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under U.S. securities
legislation;




	 	(i) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(j) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



6. Representations, Warranties and
Covenants of the Subscriber 

6.1 The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing) that: 

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the "Name and Address" on the signature page of this Subscription
      Agreement and the sale of the Securities to the Subscriber as contemplated
      in this Subscription Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Subscriber;







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	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(e) 	
      if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not and will not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      for its own account for investment purposes only and not for the account
      of any other person and not for distribution, assignment or resale to
      others, and no other person has a direct or indirect beneficial interest
      in such Securities, and it has not subdivided its interest in the
      Securities with any other person;

	 	 	 
	 	(g) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Securities;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Company
      and Pubco is speculative and involves certain risks, including the
      possible loss of the entire investment;

	 	 	 
	 	(i) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      any of the Securities;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that none of the
      Securities have been or will be registered under the 1933 Act or under any
      state securities or "blue sky" laws of any state of the United States and,
      unless so registered, may not be offered or sold in the United States or
      directly or indirectly to U.S. Persons, except in accordance with the
      provisions of Regulation S ("Regulation "S" promulgated under the 1933
      Act, pursuant to an effective registration statement under the 1933 Act,
      or pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a restricted
      period after the date of original issuance of the Securities (such period
      hereinafter referred to as the "Distribution Compliance Period")
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(m) 	
      the Subscriber has not acquired the Securities as a
      result of, and it covenants that it will not itself engage in, any
      "directed selling efforts" (as defined in Regulation S) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be expected to have the effect
      of, conditioning the market in the United States for the resale of any of
      the Securities; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Securities pursuant to registration of any
      of the Securities pursuant to the 1933 Act and any applicable state
      securities laws or under an exemption from such registration requirements
  and as otherwise provided herein;








- 5 - 

	 	(n) 	
      the Subscriber agrees not to engage in any hedging
      transactions involving any of the Securities unless such transactions are
      in compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 	 
	 	(o) 	
      the Subscriber will indemnify the Company against, and
      will hold the Company and, where applicable, its respective directors,
      officers, employees, agents, advisors and shareholders harmless from, any
      and all loss, liability, claim, damage and expense whatsoever (including,
      but not limited to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      claim, lawsuit, administrative proceeding or investigation whether
      commenced or threatened) arising out of or based upon any representation
      or warranty of the Subscriber contained herein or in any document
      furnished by the Subscriber to the Company in connection herewith being
      untrue in any material respect or any breach or failure by the Subscriber
      to comply with any covenant or agreement made by the Subscriber to the
      Company in connection therewith;

	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising; and

	 	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities,
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that the shares of common stock of the Company are quoted on the over-
      the-counter market operated by the OTC Markets.



6.2 In this Subscription Agreement, the term "U.S. Person"
shall have the meaning ascribed thereto in Regulation S. 

7. Representations and Warranties will be
Relied Upon by the Company 

7.1 The Subscriber acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscriber’s eligibility to purchase the Securities
under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Securities, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the date of this
Subscription Agreement and that they will survive the purchase by the Subscriber
of the Securities and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber thereof. 




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8. Resale Restrictions 

8.1 The Subscriber acknowledges that any resale of any of the
Securities will be subject to resale restrictions contained in the securities
legislation applicable to each Subscriber or proposed transferee. The Subscriber
acknowledges that the Securities have not been registered under the 1933 Act or
the securities laws of any state of the United States and that none of the
Securities may be offered or sold in the United States unless registered in
accordance with United States federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are available.


8.2 The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Securities by the
Subscriber may be imposed by securities laws in addition to any restrictions
referred to in Section 8.1 above, and, in particular, the Subscriber
acknowledges and agrees that none of the Securities may be offered or sold to a
U.S. Person or for the account or benefit of a U.S. Person (other than a
distributor) prior to the end of the Distribution Compliance Period. 

9. Legending of Subject
Securities 

9.1 The Subscriber hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities will bear a legend in substantially the following form:
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. 

PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT." 

9.2 The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement. 

10. Costs 

10.1 The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Securities shall be borne by the Subscriber. 

11. Governing Law 

11.1 This Subscription Agreement is governed by the laws of the
State of Nevada and the laws applicable therein. 

12. Survival 

12.1 This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Securities by the
Subscriber pursuant hereto. 




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13. Assignment 

13.1 This Subscription Agreement is not transferable or
assignable. 

14. Severability 

14.1 The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription Agreement.


15. Entire Agreement 

15.1 Except as expressly provided in this Subscription
Agreement and in the agreements, instruments and other documents contemplated or
provided for herein, this Subscription Agreement contains the entire agreement
between the parties with respect to the sale of the Securities and there are no
other terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else. 

16. Notices 

16.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication.

17. Counterparts and Electronic
Means 

17.1 This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 

18. Delivery Instructions


18.1 The Subscriber hereby directs the Company to deliver the
Share Certificate issued pursuant to this Subscription Agreement to: 

Address:_________________________

18.2 The Subscriber hereby directs the Company to cause the
Share Certificates issued pursuant to this Subscription Agreement to be
registered on the books of the Company as follows: 

Name:__________________________

Address:________________________


[continued on next page] 




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18.3 The undersigned hereby acknowledges that it will deliver
to the Company all such additional completed forms in respect of the
Subscriber’s purchase of the Securities as may be required for filing with the
appropriate securities commissions and regulatory authorities. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

	 	Per: 	/s/ James Allen Bregani  
	 	 	 
	 	Name: 	James Allen Bregani 
	 	 	 
	 	Address: 	____________________________





	 A C C E P T A N C
      E      
	 
	The above-mentioned Subscription Agreement in respect of
      the Common Shares is hereby accepted by GARMATEX HOLDINGS INC. 
	 
	DATED at ___________________ as of the _____ day of
      October, 2017. 
	 
	GARMATEX HOLDINGS INC.





	Per: 	/s/ Lawrence Stephenson	 
	  	Authorized Signatory