Farmmi, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 2nd, 2018 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2018, is by and among Farmmi, Inc., an exempted company incorporated under the laws of the Cayman Islands with offices located at No. 307, Tianning Industrial Area, Lishui, Zhejiang Province, People’s Republic of China 323000 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2018 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2018, is by and among Farmmi, Inc., an exempted company incorporated under the laws of the Cayman Islands with offices located at No. 307, Tianning Industrial Area, Lishui, Zhejiang Province, People’s Republic of China 323000 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

FARMMI, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2021 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

The undersigned, Farmmi, Inc., a Cayman Islands company limited by shares (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

UNDERWRITING AGREEMENT
Underwriting Agreement • January 9th, 2018 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Florida
FARMMI, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 3rd, 2021 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

The undersigned, Farmmi, Inc., a Cayman Islands company limited by shares (collectively with its Subsidiaries (as defined below) the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

REPRESENTATIVE’S WARRANT FARMMI, INC.
Warrant Agreement • December 5th, 2017 • Farmmi, Inc. • 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).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 1st, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Utah

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2024, is entered into by and between Farmmi, Inc., a Cayman Islands company (“Company”), and ATLAS SCIENCES, LLC, a Utah limited liability company, or its successors and/or assigns (“Investor”).

EXCHANGE AGREEMENT
Exchange Agreement • March 6th, 2025 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Utah

This Exchange Agreement (this “Agreement”) is entered into as of January 31, 2025 by and between Atlas Sciences, LLC, a Utah limited liability company (“Lender”), and Farmmi, Inc., a Cayman Islands corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (as defined below).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • February 6th, 2018 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Florida

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into by and among Farmmi, Inc. (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Schneider LLP (the “Escrow Agent”).

SHAREHOLDER PLEDGE AGREEMENT
Shareholder Pledge Agreement • November 9th, 2018 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

SHAREHOLDER PLEDGE AGREEMENT (this “Agreement”), dated as of November 1, 2018, made by and among FarmNet Limited, a Cayman Islands exempted company (the “Pledgor”), Farmmi, Inc., an exempted company incorporated under the laws of the Cayman Islands with offices located at No. 307, Tianning Industrial Area, Lishui, Zhejiang Province, People’s Republic of China 323000 (the “Company”) and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

Mrs. Yefang Zhang Chief Executive Officer Farmmi, Inc. Fl 1, Building No. 1, 888 Tianning Street, Liandu District Lishui, Zhejiang Province 323000 People’s Republic of China Dear Mrs. Zhang:
Placement Agent Agreement • August 27th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Farmmi, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “commercially reasonable efforts” basis, in connection with the proposed registered offering (the “Registered Placement”) of the Company’s ordinary shares, par value $0.20 (the “Ordinary Shares” and such offered Ordinary Shares, the “Shares”) and pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), and concurrent private placement (the “Private Placement” and together with the Registered Placement, the “Placement”) of Series A warrants to purchase Ordinary Shares (the “Series A Warrants”, or the “Common Warrants”, collectively with the Pre-Funded Warrants, the “Warrants,” and the shares issuable upon exercise of the Warrants, the “Warrant Shares” and the Shares, Warrants and Warr

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 22nd, 2026 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2026, between Farmmi, Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on February 4, 2024 (the “Effective Date”) by and between Zhimin Lu (“Employee”) and Farmmi, Inc. (“Farmmi”).

Agreement
Cooperation Agreement • January 29th, 2021 • 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 27th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 22, 2024, by and among Farmmi, Inc., a company organized under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Farmmi, Inc., the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2022 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this on March [ 22 ], 2022 (the “Effective Date”) by and between Lingge Wu (“Employee”) and Farmmi, Inc., (“Farmmi”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 27th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into and made effective as of August 22, 2024, by and among Farmmi, Inc., a company incorporated under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined herein) as being subsidiaries or affiliates of Farmmi, Inc, the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Form of Sales Agreement
Sales Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
Equity Pledge Agreement
Equity Pledge Agreement • May 20th, 2020 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

This Equity Pledge Agreement (“This Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”).

FORBEARANCE AGREEMENT
Forbearance Agreement • January 18th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • Utah

This Forbearance Agreement (this “Agreement”) is entered into as of January 12, 2024 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Farmmi, Inc., a Cayman Islands company (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below) or Amendment (defined below).

Exclusive Call Opinion Agreement Among Hangzhou Suyuan Agricultural Technology Co., Ltd. Xinyang Wang And Hangzhou Nongyuan Network Technology Co., Ltd. December 10, 2019 Exclusive Call Opinion Agreement
Exclusive Call Opinion Agreement • May 20th, 2020 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

This Exclusive Call Opinion Agreement(“this Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”) by and among:

Sales Agreement
Sales Agreement • November 15th, 2017 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
REGISTERED PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES FARMMI, INC.
Warrant Agreement • July 6th, 2026 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] 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 until this Warrant is exercised in full (the “Termination Date”), 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”). Subject to the provisions of Section 2.3, the purchase price of one (1) Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

Shareholder Voting Right Authorization Agreement Among Zhengyu Wang, Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.
Shareholder Voting Right Authorization Agreement • 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”).

Share Transfer Agreement
Share Transfer Agreement • September 24th, 2024 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

Lishui Farmmi Technology Co., Ltd. ("the target company") was established in Lishui City, Zhejiang Province on July 6, 2016 with a registered capital of $30.0241 million. Party A hold 100% of the shares of the target company. Party A would like to transfer to Party B, and Party B would like to acquire, all of the shares of the target company held by Party A.

Exclusive Management Consulting and Technology Service Agreement Between Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.
Exclusive Management Consulting and 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”).

Exclusive Management Consulting and Technology Agreement Between Hangzhou Suyuan Agricultural Technology Co., Ltd. And Hangzhou Nongyuan Network Technology Co., Ltd.
Exclusive Management Consulting and Technology Agreement • May 20th, 2020 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

This Exclusive Management Consulting and Technology Agreement (“This Agreement”) is made and entered into this on December 10, 2019 in Hangzhou, People’s Republic of China (“PRC”).

Summary Translation of Lease Agreement
Lease Agreement • January 29th, 2021 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

The house is located in Unit 1804, Dikai Ginza, Jianggan District, Hangzhou City, Zhejiang Province, China ,with an area of 466.35 square meters.

UNDERWRITING AGREEMENT
Underwriting Agreement • July 6th, 2026 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

Farmmi, Inc., a Cayman Islands exempted company (collectively with its subsidiaries, the “Company”), agrees, subject to the terms and conditions in this agreement (this “Underwriting Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of 7,000,000 of the Company’s Class A ordinary shares, par value $0.000000010 per share (the “Ordinary Shares”; such 7,000,000 offered Ordinary Shares the “Closing Shares”) and (ii) pre-funded warrants to purchase up to an aggregate of 5,000,000 Ordinary Shares (the “Pre-Funded Warrants”; the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, the “Warrant Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 1,800,000 additional Ordinary Shares (the “Option Shares”; the Option Shares are referred to herein as the “Option Securities”), representing fifteen percent (15.0%) of the aggregate number of Closing Sha

Share Transfer Agreement
Share Transfer Agreement • January 26th, 2022 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

The Share Transfer Agreement (hereinafter referred to as “the Agreement”) was signed by the following parties in Liandu District, Lishui City, Zhejiang Province on September 27, 2021:

Lease Agreement
Lease Agreement • January 29th, 2021 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 10th, 2026 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

This Indemnification Agreement (this “Agreement”) is entered into as of January 19, 2025 by and between Farmmi, Inc. a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 4th, 2025 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of August 4, 2025, by and among Farmmi, Inc., a company incorporated under the laws of the Cayman Islands, (collectively with its subsidiaries, the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

INDUSTRIAL LEASE AGREEMENT
Industrial Lease Agreement • February 10th, 2026 • Farmmi, Inc. • Canned, fruits, veg, preserves, jams & jellies

This Summary of Basic Lease Provisions (this “Summary”) by and between PPF INDUSTRIAL THREE MONTGOMERY WAY, LLC, a New Jersey limited liability company (“Landlord”) and FARMMI USA, INC., a California corporation (“Tenant”). In the event of any conflict between the terms and provisions of this Summary and the terms and provisions of the Industrial Lease Agreement (the “Lease”), the terms and provisions of the Lease shall control. In addition to the basic lease provisions contained in this Summary, all of the other terms and conditions of the Lease hereinafter set forth are hereby incorporated as an integral part of this Summary.