6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission File Number: 001-38397

Farmmi, Inc.

| (Translation of registrant’s name into English) |

Fl 1, Building No. 1, 888 Tianning Street, Liandu District

Lishui, Zhejiang Province

People’s Republic of China 323000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

EXPLANATORY NOTE :

Equity Transfer Agreement

On February 28, 2024, Farmmi International Limited (“Farmmi International” or the “Buyer”), a wholly-owned subsidiary of Farmmi, Inc. (the “Company”), entered into an equity transfer agreement with MALONG LIMITED, a Hong Kong company (the “Seller”) to acquire a 45% equity of EWAYFOREST GROUP LIMITED (the “Target”), a Hong Kong company and a wholly owned subsidiary of the Seller. The Target owns 100% of the equity of Lishui Ganglisen Enterprise Management Co., Ltd, a Chinese company, which in turn owns 100% of the equity of Lishui Senbo Forestry Co., Ltd, a Chinese company (“Senbo Forestry”). Senbo Forestry is engaged in forestry management, improvement, planting and product sales. The Target had an appraised value of approximately RMB1.6 billion (approximately $220.2 million) as of December 31, 2024 based on an asset appraisal report issued by an independent third party appraisal firm.

Pursuant to the agreement, Farmmi International would pay a total purchase price of RMB723,324,150 ($99,085,500) for 45% of the Target’s equity (the “Equity”). The parties agreed that the Buyer would pay $35 million in cash and $35 million in the form of accounts receivable by March 31, 2025, with the remaining purchase price of $29,085,500 to be settled by September 2025. The parties further agreed the date on which the Seller receives the first installment of the purchase price shall be deemed the closing date of the transaction. Within one month after receiving the first installment of the purchase price, the Seller shall complete the procedures for amending the Target’s articles of association and transferring the Equity. The Target is also required to have a two-member board of directors with one director appointed by each of the Buyer and the Seller. The agreement contains customary representations, warranties and covenants of the Buyer and the Seller, and is subject to certain customary closing conditions.

Exchange Agreement

As previously reported, on July 30, 2024, the Company issued to Atlas Sciences, LLC, a Utah limited liability company (the “Lender”) an unsecured promissory note in the original principal amount of $5,355,000.00 (the “Original Note”) pursuant to a note purchase agreement entered into on July 30, 2024 between the Lender and the Company.

On January 31, 2025, the Company and the Lender entered into an exchange agreement, pursuant to which the parties agreed to: (i) partition a new Promissory Note in the form of the Original Note (the “Partitioned Note”) in the original principal amount of $100,000.00 (the “Exchange Amount”) from the Original Note; (ii) cause the outstanding balance of the Original Note to be reduced by an amount equal to the Exchange Amount; and (iii) exchange the Partitioned Note for 480,769 ordinary shares, par value $0.20, of the Company (the “Exchange Shares”). The issuance of the Exchange Shares pursuant to the Exchange Agreement was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was effected pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

The foregoing descriptions of the Equity Transfer Agreement and the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 to this Report on Form 6-K and are incorporated herein by reference.

Exhibit Number	Description of Exhibit

| 10.1 | Equity Transfer Agreement dated February 28, 2025, by and between Farmmi International Limited and Malong Limited |

| 10.2 | Exchange Agreement dated January 31, 2025, by and between Atlas Sciences, LLC and Farmmi, Inc. |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Farmmi, Inc.
Date: March 6, 2025	By:	/s/ Yefang Zhang

| | | Yefang Zhang |

| | | Chief Executive Officer |

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fami_ex101.htm EXHIBIT 10.1

The Agreement on the Transfer of Shares

Transferor: MALONG LIMITED

Transferee: Farmmi International Limited

About [EWAYFOREST GROUP LIMITED]

Equity transfer agreements

Protocol No.: 2025-2-28-1

On February 【 】 , 2025

EQUITY TRANSFER AGREEMENT

This Equity Transfer Agreement (hereinafter referred to as "this Agreement") is entered into by and between the following parties on [February 28, 2025] in [Lishui, Zhejiang]:

Transferor (Party A): MALONG LIMITED

Transferee (Party B): Farmmi International Limited

Target Company (Party C): EWAYFOREST GROUP LIMITED

(Hereinafter, Party A and Party B are individually referred to as a "Party" and collectively as the "Parties".)

WHEREAS:

EWAYFOREST GROUP LIMITED (hereinafter referred to as the "Target Company") is a legally established and validly existing enterprise under the laws and regulations of Hong Kong, with its registered address at [6/F, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong]. The shareholding structure of the Target Company is as follows:

Party A is the existing shareholder of the Target Company, holding 100% of its equity.

Party A now agrees to transfer 45% of its equity in the Target Company to Party B in accordance with the terms of this Agreement, and Party B agrees to accept such transfer.

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Through friendly negotiations and based on the principles of equality and mutual consent, the Parties have reached the following agreement concerning the transfer of 45% equity in the Target Company from Party A to Party B:

Article I. Equity Transfer and Acquisition

1.1 Party A agrees to transfer 45% of its equity in the Target Company to Party B in accordance with this Agreement, along with all associated shareholder rights and obligations (including all shareholder rights and obligations concerning the Target Company’s direct and indirect subsidiaries and their assets) (hereinafter referred to as the "Target Equity"), and Party B agrees to acquire the Target Equity in accordance with the terms of this Agreement.

1.2 Following the completion of this equity transfer, the shareholding structure of the Target Company shall be as follows:

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Article II. Equity transfer price and its payment

2.1 The Asset Appraisal Report issued by Zhongjia Yucheng (Beijing) Asset Appraisal Co., Ltd., Report No. Zhongjia Yucheng [2025] No. HP-AA129, for the EWAYFOREST GROUP LIMITED asset appraisal project.

Appraisal Reference Date: December 31, 2024

Appraisal Conclusion:

As of the appraisal reference date, using generally accepted appraisal methods, the appraised value is RMB 1,607,387,000.00 (Amount in words: One Billion Six Hundred Seven Million Three Hundred Eighty-Seven Thousand Yuan Only).

2.2 Upon the consensus of both parties, the total price for the equity transfer is RMB723,324,150.00 (capitalized as 723,323,323,415.00), which is converted into US$99,085,500.00 at the recent exchange rate of US$ 1:7.3 to RMB.

2.3 Party A and Party B agree that after signing the agreement, the price of the equity transfer shall be paid as follows.

2.3.1 Payment of 35 million dollars in cash by March 31, 2025.

2.3.2 Payment of 35 million dollars in the form of accounts receivable by March 31, 2025.; and

2.3.3 Settle the remaining balance by September 2025

Article III. Delivery of Equity and Handover of the Target Company

3.1. The period from the signing date of this Agreement to the Closing Date shall be referred to as the “Transition Period.” During the Transition Period, any equity income and dividends derived from the Target Equity shall belong to Party A, while any losses incurred in connection with the Target Equity shall be borne by Party A. Without Party B’s prior written consent, Party A shall not dispose of any equity in the Target Company or any of its assets (including those of its direct or indirect subsidiaries). Furthermore, Party A must obtain Party B's prior written consent before exercising any shareholder rights or assuming any shareholder obligations related to the Target Equity. Failure to comply shall entitle Party B to unilaterally terminate this Agreement and require Party A to bear liability for breach of contract.

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3.2. During the Transition Period, Party A shall ensure that the Target Company (including its direct and indirect subsidiaries) maintains its normal operating status. Without Party B’s prior written consent, neither Party A nor the Target Company (including its direct and indirect subsidiaries) shall engage in the following actions:

3.2.1 Enter into any non-ordinary business contracts, agreements, commitments, or other legal documents with external parties, nor provide loan guarantees in the name of the Target Company (including its direct or indirect subsidiaries);

3.2.2 Dispose of any assets under the Target Company (including those of its direct or indirect subsidiaries) in any manner;

3.2.3 Transfer any intellectual property rights, brand names, trade names, or other intangible assets under the name of the Target Company (including those of its direct or indirect subsidiaries);

3.2.4 Provide guarantees in any form to shareholders of the Target Company or any third party.

3.3. During the Transition Period, all dividends and income derived from the Target Equity shall belong to Party A.

3.4. Handover of the Target Company: The Parties agree that upon signing this Agreement, Party A shall ensure that the original management team of the Target Company (including its direct and indirect subsidiaries) effectively manage and transfer the following documents and items under the joint confirmation and supervision of Party A and Party B (the specific contents and management methods to be separately determined by Party A and Party B):

A. The company seals of the Target Company (including its direct and indirect subsidiaries), including the official seal, financial seal, legal representative’s signature seal, and corporate seal;

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B. All financial documents of the Target Company (including its direct and indirect subsidiaries), including financial vouchers, ledgers, financial statements, and bank account information;

C. Business licenses, primary account information, asset ownership certificates, and other corporate documentation of the Target Company (including its direct and indirect subsidiaries);

D. Any important contracts, documents, drawings, and technical materials that Party B deems necessary for transfer;

E. The above-mentioned documents and items shall be jointly managed by Party A and Party B from the the date Transition Period begins until the Closing Date.

3.6. The date on which Party A receives the first installment of the Equity Transfer Payment shall be deemed the Closing Date. Within [1] month after receiving the first installment of the Equity Transfer Payment, Party A shall complete the procedures for amending the company’s articles of association and changing the shareholder in accordance with Party B's requirements and instructions. Additionally, the Target Company shall appoint one director nominated by Party B and complete the necessary changes to the Executive Director. Upon completion of these changes, the Target Company shall have a total of two (2) directors.

Article IV. Accounts Receivable and Accounts Payable

4.1 Liabilities and Contingent Liabilities: Party A has fully disclosed to Party B all existing liabilities and/or contingent liabilities of the Target Company and its direct and indirect subsidiaries as of the Closing Date. Party A further undertakes to disclose any changes in such liabilities and/or contingent liabilities (if any) within one (1) business day.

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4.2 Party B shall be responsible for managing all liabilities of the Target Company after the Closing Date, and Party A and its affiliates shall bear no further compensation responsibilities.

Article V. Taxes and Fees

5.1 Each Party shall bear its respective taxes and fees incurred from the equity transfer specified in this Agreement.

Article VI. Notices and Delivery

6.1 Contact Information

The designated contact addresses and communication details of all parties are specified in the appendix of this Agreement.

6.2 Notices and Communications

Any notices, requests, instructions, or other documents related to this Agreement shall be sent to the addresses reserved in the appendix. If any party changes its reserved contact information, it shall notify the other parties at least seven (7) business days in advance. If a party fails to provide contact details, provides incorrect contact information, or fails to notify the other parties of any changes in a timely manner, the sending party shall not be held responsible for any delays or failure of delivery.

Article VII. Representations and Warranties of Party A

7.1 The Target Company (including its direct and indirect subsidiaries) is a legally registered and incorporated corporate entity with independent legal person status. It conducts business activities independently and assumes civil liability externally with its own assets.

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7.2 Party A is a legally established and existing corporate entity under the laws of Hong Kong and has the capacity to independently assume civil liability. The direct and indirect subsidiaries of the Target Company are legally established and existing corporate entities under the laws of the People’s Republic of China. Their business operations do not violate any applicable laws, regulations, rules, or any orders, judgments, or rulings issued by competent authorities.

7.3 Party A's execution and performance of this Agreement fall within its rights and have received all necessary approvals and authorizations. The execution and performance of this Agreement do not violate any binding or applicable laws, corporate articles of association, or contractual restrictions.

7.4 The transfer of the Target Equity by Party A under this Agreement will not:

(I) Violate its articles of association or organizational documents;

(II) Conflict with or constitute a breach under any agreement, contract, or legal document to which Party A is a party;

(III) Violate any applicable laws, regulations, rules, or any orders, judgments, or rulings issued by competent authorities.

7.5 Upon signing this Agreement, Party A guarantees that it will not transfer the Target Equity under this Agreement to any other party, nor sell, transfer, gift, or otherwise dispose of any equity or equity interest it holds in the Target Company to any other party. Party A shall also not assume any obligations or responsibilities in any legal relationship that conflict with the obligations and responsibilities under this Agreement.

7.6 Party A shall cooperate with Party B to complete the necessary registration changes for the Target Equity Transfer within the time frame specified in this Agreement.

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Article VIII. Representations and Warranties of Party B

8.1 Party B is a legally established and validly existing enterprise under Hong Kong law with the ability to assume civil liability independently.

8.2 Party B’s execution and performance of this Agreement fall within its corporate authority and operational scope. All necessary approvals and authorizations have been obtained, and no restrictions from laws, corporate articles, or agreements apply.

8.3 The transfer of the Target Equity by Party B under this Agreement will not:

(i) Violate its corporate articles or organizational documents;

(ii) Conflict with or constitute a breach of any agreements, contracts, or legal documents to which Party B is a party;

(iii) Violate any applicable laws, regulations, rules, or orders, judgments, or decisions of competent authorities.

Article IX. Confidentiality

9.1 Both Parties agree to maintain the confidentiality of this Agreement and related matters. Without prior written consent from the other Party, no Party shall disclose any information related to this Agreement to third parties, except as required by law.

Article X. Effectiveness, Amendments, and Supplements

10.1 This Agreement shall become effective upon the signing or stamping by both Parties.

10.2 Any amendments to the terms of this Agreement must be made in writing and agreed upon by both Parties.

10.3 Any matters not covered by this Agreement may be supplemented through written agreements, which shall have the same legal force as this Agreement.

10.4 If there is a conflict between this Agreement and any supplemental agreements or amendments, the supplemental agreements or amendments shall prevail.

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Article XI. Termination

11.1 In the event that circumstances arise preventing the realization of the purpose of this Agreement, either party shall have the right to unilaterally terminate this Agreement. The terminating party shall notify the other party of its intention or decision to terminate the Agreement within one (1) business day.

Article XII. Breach of Contract

12.1 The breaching Party shall take immediate remedial actions and compensate the non-breaching Party for any resulting losses.

Article XIII. Dispute Resolution and Severability

13.1 Any disputes relating to the validity, performance, breach, or termination of this Agreement shall be resolved through amicable negotiations. If negotiations fail, disputes may be submitted to the courts or arbitration institutions in Hong Kong.

13.2 If any clause in this Agreement is deemed invalid or unenforceable, it shall not affect the validity or enforceability of the remaining clauses, provided the invalid clause does not significantly affect the overall intent of the Agreement.

Article XIV. Force Majeure

14.1 Force majeure includes, but is not limited to, war, riots, strikes, pandemics (including COVID-19), fires, floods, earthquakes, storms, tides, or other natural disasters, as well as other unforeseen and uncontrollable events.

14.2 Affected Parties shall not be liable for losses resulting from failure or delay in performing contractual obligations due to force majeure. If force majeure delays performance for more than 40 days, either Party may unilaterally terminate this Agreement, and all Parties shall bear their own respective losses.

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Article XV. Miscellaneous

16.1 The section headings in this Agreement are for convenience only and shall not affect its interpretation.

16.2 The annex to this Agreement is attached hereto and shall be executed together with this Agreement.

16.3 This Agreement is executed in six (6) copies, with each Party retaining two (2) copies.

The following is for signature only:

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(This page is the signature page of the Equity Transfer Agreement)

THIS AGREEMENT is executed as of the date set forth on the first page of this Agreement by:

Party A (seal):
Party A's representative (signature or seal):
Party B (seal):
Party B's representative (signature or seal).
Party C (seal):

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fami_ex102.htm EXHIBIT 10.2

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

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).

A. Borrower previously sold and issued to Lender that certain Promissory Note dated July 30, 2024 in the original principal amount of $5,355,000.00 (the “Original Note”) pursuant to that certain Note Purchase Agreement dated July 30, 2024 by and between Lender and Borrower (the “Purchase Agreement,” and together with the Original Note and all other documents entered into in conjunction therewith, the “Transaction Documents”).

B. Subject to the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the form of the Original Note (the “Partitioned Note”) in the original principal amount of $100,000.00 (the “Exchange Amount”) from the Original Note and then cause the outstanding balance of the Original Note to be reduced by an amount equal to the Exchange Amount, which represents the total outstanding balance of the Partitioned Note.

C. Borrower and Lender desire to exchange (such exchange is referred to as the “Exchange”) the Partitioned Note for 480,769 shares of Borrower’s Ordinary Shares, par value $0.20 (the “Ordinary Shares,” and such 480,769 shares of Ordinary Shares, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. The Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which, subject to the accuracy of Lender’s representations in Section 7 below and Lender’s delivery of a legal opinion satisfactory to the requirement of the Borrower’s transfer agent, will be issued free of any restrictive securities legend.

E. Other than the surrender of the Partitioned Note, no consideration of any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

F. Lender and Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Partition. Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Following such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, provided that the outstanding balance of the Original Note shall be reduced by an amount equal to the Exchange Amount.

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3. Issuance of Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender by the third business day after signing of the Agreement and Lender’s delivery of a legal opinion satisfactory to the requirement of the Borrower’s transfer agent and the Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shall be deemed fulfilled and Lender shall thereby release, waive, discharge and relinquish any and all rights, claims, demands, contentions and causes of action of every kind, nature, character and description whatsoever, whether known or unknown, suspected or unsuspected, apparent or concealed, fixed or contingent, arising from the Partitioned Note. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date on which all Exchange Shares become Free Trading, the “Free Trading Date”). For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.

4. Closing. The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by express courier or email of .pdf documents, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

5. Holding Period, Tacking and Legal Opinion. Borrower represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Partitioned Note and the Exchange Shares will include Lender’s holding period of the Original Note from July 30, 2024. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation. Subject to the accuracy of Lender’s representations in Section 7 below, Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions; and (b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act. Borrower represents that it is not subject to Rule 144(i). The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The Exchange Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.

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6. Borrower’s Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Borrower hereunder, other than applicable filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (c) no Event of Default has occurred under the Original Note and any Events of Default that may have occurred thereunder have not been, and are not hereby, waived by Lender, (d) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or otherwise affect Borrower’s obligations under the Original Note, (e) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and when issued in exchange for the Partitioned Note pursuant to this terms of this Agreement, the Exchange Shares will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, (f) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than the surrender of the Partitioned Note, and (g) Borrower has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

7. Lender’s Representations, Warranties and Agreements. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder, and (c) no commission or other remuneration has been paid or given directly or directly by Lender to Borrower for soliciting the Exchange, (d) Lender has received no commission or remuneration from Borrower in connection with the Exchange, (e) Lender is an “accredited investor” as defined in Regulation D promulgated under the Securities Act and has sufficient knowledge and experience in financial and business matters so as to be capable of bearing the economic risks of participation in the Exchange, and it is capable of evaluating the merits and risks of participating in the Exchange, including any risks associated with surrendering any rights related to the Partitioned Note in exchange from the rights and risks related to the Exchange Shares, (f) Lender has good and marketable title to the Partitioned Note being delivered pursuant to the Exchange, the Partitioned Note will be delivered free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description, and (g) Lender has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

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8. Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not deliver Exchange Shares in an amount that would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Ordinary Shares outstanding on such date (including for such purpose the Ordinary Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Ordinary Shares will be determined pursuant to Section 13(d) of the 1934 Act. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

9. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY .

10. Arbitration of Claims. This Agreement shall be subject to the arbitration of claims provisions set forth in Section 8.1 of the Purchase Agreement.

11. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.

12. Attorneys’ Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.

13. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.

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14. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

15. Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.

16. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower may not assign this Agreement or any of its obligations herein without the prior written consent of Lender.

18. Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the other hand, the terms of this Agreement shall prevail.

19. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

20. Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

21. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

BORROWER: <br><br> <br>FARMMI, INC
By:

	Yefang zhang, Chief Executive Officer
ATLAS SCIENCES, LLC

| By: | |

| | John Finlayson, Chief Executive Officer |

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