VERDANT EARTH TECHNOLOGIES LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New York
Verdant Earth Technologies Limited, a company limited by shares incorporated and domiciled in Australia (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters” or each, an “Underwriter”), for whom Roth Capital Partners, LLC ( “Roth Capital”) is acting as representative (the “Representative”), an aggregate of [●] ordinary shares, no par value (the “Ordinary Shares”), of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Verdant Earth Technologies Limited, a company incorporated under the laws of Australia (the “Company”), Richard Poole (“Investor”) and Arthur Phillip Nominees Pty Limited (the “Nominee” and, together with Investor, the “Equityholders”).
Services Agreement Verdant Earth Technologies Limited ABN 65 624 824 791 AND Arthur Phillip Pty Ltd ABN 22 747 634 282Services Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New South Wales
BINDING OPTION AGREEMENT PRIVATE AND CONFIDENTIALBinding Option Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New South Wales
This Option Agreement (Option Agreement) sets out the terms and conditions upon which Biogreen has agreed to grant Albertson Resources Pty Ltd (ACN 135 851 213) or its nominee (Albertson or its nominee are collectively referred to as the Company) an exclusive option (Option) to acquire a 100% interest in the Project (Acquisition).
The Redbank Finance FacilityFinance, Investment & Banking • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New South Wales
Shareholders’ AgreementShareholders’ Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services
Acquisition Rights – Redbank Power StationAcquisition Rights • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New South Wales
Warrant To Purchase Ordinary SharesWarrant Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New York
Verdant Earth Technologies Limited, a company limited by shares incorporated and domiciled in Australia (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [UNDERWRITER NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ____________ (_____________)] fully paid nonassessable Ordinary Shares (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the mean
Sale and Purchase AgreementSale and Purchase Agreement • October 18th, 2021 • Verdant Earth Technologies LTD • Electric services • New South Wales
