Broker-Dealer AgreementBroker-Dealer Agreement • May 22nd, 2020 • GEAR Capital Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between GEAR Capital, Inc. (“Client”) an Ontario, Canada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of February 25, 2020 (the “Effective Date”):
CONSULTING AGREEMENTConsulting Agreement • May 22nd, 2020 • GEAR Capital Inc. • Ontario
GEAR CAPITAL INC., a corporation existing pursuant to the laws of Ontario, Canada, with principal address at 65 Queen street West Suite 805, P.O. Box 71 Toronto, ON Canada M5H 2M5
SUBSCRIPTION AGREEMENTSubscription Agreement • May 22nd, 2020 • GEAR Capital Inc. • Ontario
This Subscription Agreement (the “Agreement”) applies to the subscription for the common shares in the capital of the Company, with no par value per share (collectively, the “Shares” and each, a “Share”) issued by GEAR Capital Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the “Company”), and is made and entered into by and between the undersigned (the “Subscriber”) and the Company (together, the “Parties”). Subject to the terms and conditions provided in this Agreement, and to the terms of the other Subscriber Agreements (as defined below), the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Company) Shares, as set forth in Section 2, offered pursuant to the offering circular (the “Offering Circular”) with respect to the offer and sale of the Shares in effect and filed with the U.S. Securities and Exchange Commission (“SEC”) under Regulation A (“Regulation A”) promulgated under the Secu
