UNDERWRITING AGREEMENT between MODERN MINING TECHNOLOGY CORP. and THINKEQUITY LLC as Representative of the Several Underwriters MODERN MINING TECHNOLOGY CORP.Underwriting Agreement • July 25th, 2023 • Modern Mining Technology Corp. • Refuse systems • New York
The undersigned, Modern Mining Technology Corp., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Modern Mining Technology Corp. the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Lock-Up AgreementLock-Up Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
INDENTUREIndenture • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • British Columbia
a corporation existing under the laws of the Province of British Columbia and having its head office in the City of Vancouver, in the Province of British Columbia
WARRANT TO PURCHASE Common STOCKWarrant Agreement • July 25th, 2023 • Modern Mining Technology Corp. • Refuse systems • Delaware
This certifies that, for value received, [NAME OF HOLDER] or their assigns (in each case, the “Holder”) is entitled, subject to the terms set forth below, to purchase from Evotus Inc., a Delaware corporation (the “Company”), up to that number of shares of the Company’s common stock set forth above or such other substitute security as set forth herein (“Exercise Stock”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character, type of security and Exercise Price of such shares of Exercise Stock are subject to adjustment and substitution as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange therefor as provided herein.
STOCK AWARD AGREEMENTStock Award Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • Delaware
This Stock Award Agreement (this “Agreement”) is executed as of July 30, 2020 and effective as of July 30, 2020 (the “Effective Date”) by and between Urban Mining International Inc., a Delaware corporation (the “Company”), and [ ] (the “Recipient”).
Lock-Up AgreementLock-Up Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
THIS DOCUMENT CONTAINS A NUMBER OF FORMS REQUIRED BY SECURITIES LEGISLATION AND POLICY, SOME OF WHICH YOU MUST COMPLETE AND OTHERS NOT DEPENDING ON SEVERAL FACTORS. PLEASE READ THE FOLLOWING GUIDE CAREFULLY AS IT WILL ASSIST YOU IN COMPLETING THIS SUBSCRIPTION AGREEMENT CORRECTLY.
INVESTOR RIGHTS AGREEMENT MODERN MINING TECHNOLOGY CORP. and JEET BASI (as representative of the holders of Warrants) July 13, 2022 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • British Columbia
WHEREAS Urban Mining International Inc. (“Urban Mining”), the Company’s wholly-owned subsidiary, and certain investors (the “Investors”) entered into subscription agreements whereby such investors purchased an aggregate of 49,500,000 warrants (the “Urban Mining Warrants”) to acquire common shares of Urban Mining;
US$16,049.66 to Urban Mining International. Term SheetLoan Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
This Term Sheet represents the current understanding of the parties with respect to the subject matter herein and constitutes a legally binding agreement.
INVESTOR RIGHTS AMENDING AGREEMENTInvestor Rights Amending Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • British Columbia
WHEREAS the Company entered into an Investor Rights Agreement (the “Original Agreement”) dated July 13, 2022 with the Warrantholder Representative, as representative for the Investors, to grant the Investors certain rights as set out therein;
US$34,000.00 to Urban Mining International. Term SheetLoan Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
This Term Sheet represents the current understanding of the parties with respect to the subject matter herein and constitutes a legally binding agreement.
COMMON SHARE SUBSCRIPTION AGREEMENTCommon Share Subscription Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the legends set forth above in this Section 2(e) may be removed by providing a declaration to the registrar and transfer agent of the Issuer, as set forth in Appendix “A” attached hereto (or in such other form as the Issuer may prescribe from time to time); and provided, further, that, if the Common Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Issuer, the legends may be removed by delivery to the registrar and transfer agent and the Issuer of an opinion of counsel of recognized standing in form and substance satisfactory to the Issuer that such legends are no longer required under applicable requirements of the U.S. Securities Act or state securities laws;
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • British Columbia
WHEREAS Urban Mining International Inc. (“Urban Mining”), the Company’s wholly-owned subsidiary, and certain investors (the “Investors”) entered into subscription agreements whereby such investors purchased an aggregate of $3,122,722.50 USD principal amount of convertible debentures convertible into common shares of the Company (the “Convertible Debentures”);
MERGER AGREEMENT AND PLAN OF REORGANIZATION among 1285896 B.C. LTD. -AND- URBAN MINING INTERNATIONAL INC. -AND- URBAN MINING MERGER SUB, INC. August 18, 2021Merger Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • Delaware
This Agreement is entered into on August 18, 2021 by and between 1285896 B.C. Ltd. (the “Purchaser”), a company incorporated pursuant to the Business Corporations Act (British Columbia), Urban Mining International Inc. (the “Company”), a Delaware corporation, and Urban Mining Merger Sub, Inc., a Delaware corporation (“Subco”).
AMENDING AGREEMENTAmending Agreement • July 25th, 2023 • Modern Mining Technology Corp. • Refuse systems
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems • British Columbia
AND WHEREAS, in accordance with the provisions of the Business Corporations Act (British Columbia) (the “Act”) and Part 21 of the Articles of the Indemnifier, it is desired that the Indemnifier indemnifies the Indemnified Party in certain circumstances in respect of liability which the Indemnified Party may incur as a result of such Indemnified Party acting as a director and/or officer of Indemnifier;
STATE OF NORTH CAROLINA COUNTY OF PITT LEASE AGREEMENTLease Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
THIS LEASE AGREEMENT is made and entered this 22ND day of September, 2022, by and between GRAND VENTURES, LLC, a North Carolina limited liability company (the “Lessor”); and MODERN MINING TECHNOLOGY CORP., a Delaware corporation authorized to transact business in the State of North Carolina (the “Lessee”).
Modern MiningChange of Role Agreement • June 9th, 2023 • Modern Mining Technology Corp. • Refuse systems
This letter outlines the agreement (the “Agreement”) we have reached to change your role with the Corporation. As you and the board of directors (the “Board”) are aware, you are currently the Corporation’s CEO and a Director. As you and the Board are further aware, this proposed change has been discussed at length at the Board level.
