FARMMI, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Florida
The undersigned, Farmmi, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the “Representative,” if there are no underwriters other than the Representative, reference to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as underwriter, the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] ordinary shares, par value $0.001, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
REPRESENTATIVE’S WARRANT FARMMI, INC.Farmmi, Inc. • November 15th, 2017 • Canned, fruits, veg, preserves, jams & jellies • New York
THIS REPRESENTATIVE’S WARRANT (the “Warrant”) certifies that, for value received, ViewTrade Securities, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Farmmi, Inc., a Cayman Islands exempted company (the “Company”), up to [●] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Florida
This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of _______, 2017 is entered into by and among Farmmi, Inc. (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Schneider LLP (the “Escrow Agent”).
AgreementAgreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
Party A is an leading agricultural enterprise engaged in professional processing and sales of edible fungus, and Party B is a professional production base (professional cooperatives, family farms and professional plantation larger growers) of edible fungus. In order to guarantee the quality safety of products, practically implement the quality responsibilities of products, and protect the legitimate rights of consumers, the following agreements are reached for cooperation after friendly negotiation based on the reciprocal principle of both parties.
Form of Sales AgreementSales Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
Sales AgreementSales Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
Shareholder Voting Right Authorization Agreement Among Zhengyu Wang, Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.Shareholder Voting Right • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
This Shareholder Voting Right Authorization Agreement (“this Agreement”) is made and entered into this 18th day of September, 2016 in Hangzhou, People’s Republic of China (“PRC”) by and among:
Pledge Agreement Between Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.Pledge Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
This Pledge Agreement (“This Agreement”) is made and entered into this 18th day of September, 2016 in Hangzhou, People’s Republic of China (“PRC”).
Exclusive Management Consulting and Technology Service Agreement Between Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.Technology Service Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
This Exclusive Management Consulting and Technology Service Agreement (“This Agreement”) is made and entered into this 18th day of September, 2016 in Hangzhou, People’s Republic of China (“PRC”).
Non-competition Agreement (translation)Non-Competition Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
WHEREAS, both Party A and Party B are actually controlled by the couple of Mr. Zhengyu Wang and Ms. Yefang Zhang and both engage in agricultural products distribution, and Party B is planning to go public in USA, in order to avoid the competition in the same industry, both parties hereby agree as follows:
Non-Competition AgreementNon-Competition Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
This Non-Competition Agreement is made and entered into as of June 30, 2017, between Zhengyu Wang (“Party A”) and Yefang Zhang (“Party B”), Tantech Holdings Ltd. (“Tantech”), and Farmmi, Inc. (“Farmmi”). Tantech and Farmmi act as the third-Party beneficiaries to have the right power to enforce this Agreement.
Exclusive Call Option Agreement Among Zhengyu Wang, Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.Exclusive Call Option Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
This Exclusive Call Option Agreement (“this Agreement”) is made and entered into this 18th day of September, 2016 in Hangzhou, People’s Republic of China (“PRC”) by and among:
