Amended and Restated Broker-Dealer AgreementBroker-Dealer Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Chemesis International, Inc. (“Client”) a Vancouver, 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 as of June 16, 2020 (the “Effective Date”):
CHEMESIS INTERNATIONAL INC.(the “Issuer”) SUBSCRIPTION AGREEMENTSubscription Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops
The Issuer is offering units (each, a “Unit”) on a non-brokered private placement basis at a price of US$0.50 per Unit. Each “Unit” will consist of one (1) common share of the Issuer (each, a “Share”) and one common share purchase warrant (each whole warrant, a “Warrant” and collectively, the “Warrants”) with each Warrant entitling the holder thereof to purchase one additional common share (subject to adjustment for stock splits, stock dividends and the like) (each, a “Warrant Share”) of the Issuer at a price of US$0.75 per Warrant Share. The Warrants are exercisable immediately and terminating on the date that is the twenty-four (24) month anniversary of the listing of the additional common shares sold in the offering on the Canadian Securities Exchange or other recognized securities exchange.. The Units will be offered pursuant to exemptions from the registration and prospectus requirements of applicable securities legislation. The Subscriber must be purchasing as principal or deemed
INVESTMENT AGREEMENTInvestment Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops • Ontario
Alumina Partners (Ontario) Ltd. (the “Investor”) proposes to purchase, and Chemesis International Inc. (the “Company” or the “Issuer”) proposes to sell, on a private placement basis completed in tranches (each a “Tranche”), over a twenty-four (24) month period commencing on the date hereof (the “Term”), Units (as defined below) of the Company comprised of common shares in the capital of the Company (each, a “Common Share”) and Warrants (as defined below). The maximum aggregate purchase price for the Units over the Term is Twenty- Five Million Dollars (CDN$25,000,000). The proposed issuance of Common Shares and Warrants in each Tranche is sometimes referred to herein as a unit (each a “Unit” and collectively, the “Units”) (collectively the above financing is referred to as the “Offering”). Each Unit issuable pursuant to this Investment Agreement shall be comprised of one (1) Common Share and one (1) Warrant.
CHEMESIS INTERNATIONAL INC. - and - GEM YIELD BAHAMAS LTD. - and - GEM GLOBAL YIELD FUND LLC SCS - and - THE SHARE LENDERS DIRECT PLACEMENT AGREEMENT DIRECT PLACEMENT AGREEMENTDirect Placement Agreement • July 17th, 2020 • Chemesis International Inc. • Agricultural production-crops • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter set forth and the sum of CDN$10 paid by each Party to the other and other good and valuable consideration, the Parties hereto agree as follows:
