PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 31st, 2012 • Eagleford Energy Inc. • Oil & gas field exploration services • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Eagleford Energy Inc., a publicly traded Ontario, Canada corporation, (hereinafter referred to as the “Company” or “EFRDF”), to act as a non-exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 28th, 2020 • Grown Rogue International Inc. • Services-computer integrated systems design
THIS DOCUMENT CONTAINS A NUMBER OF FORMS REQUIRED BY SECURITIES LEGISLATION AND POLICY, SOME OF WHICH YOU MUST COMPLETE AND OTHERS NOT DEPENDING ON SEVERAL FACTORS. PLEASE READ THE FOLLOWING GUIDE CAREFULLY AS IT WILL ASSIST YOU IN COMPLETING THIS SUBSCRIPTION AGREEMENT CORRECTLY.
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for a convertible debenture of the Issuer (the “Debenture”) having an aggregate principal amount set forth on page 3 (the “Original Principal Amount”) and bearing interest at 9% quarterly per calendar year, maturing 36 months from the day of Closing (as defined herein). The entire amount of principal owing under the Debenture is convertible at any time while any principal amount remains outstanding into common shares of the Issuer (each, a “Share”) at a price equal to C$0.20 per Share (as may be adjusted in accordance with the terms of the Debenture), all upon and subject to the terms and conditions set forth in Schedule A attached hereto. The Subscriber shall receive one half of one warrant (each whole warrant, a “Warrant”, and together with the Debenture, the “Purchased Securities”) for each C$0.20 of the Original Principal Amount purchased with each Warrant entitling the holder thereof to acq
CONSULTING AGREEMENTConsulting Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • New York
● “Capital Expenditures Adjustment”: This adjustment is intended to deduct a depreciation charge for any capital expenditures that Consultant recommends to Company, which Company has the absolute right to accept or deny in its sole discretion. For any such recommended capital expenditures, the amount of depreciation charged against the asset in accordance with GAAP guidelines will be deducted from ANI for the duration of the Consulting Agreement.
OPTION TO PURCHASE CONTROLLING INTERESTPurchase Controlling Interest • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option to Purchase Controlling Interest (this “Option”), dated and effective February 4, 2021 (the “Effective Date”), is among David Pleitner (“David”), Allan Pleitner (“Allan”), Golden Harvests LLC, a Michigan limited liability company (the “Company”), and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Buyer”). David and Allan are each referred to in this Option as a “Seller” and, collectively, as “Sellers”. David, Allan, the Company, and Buyer are each referred to in this Option individually as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company with a mailing address of 550 Airport Road, Medford, OR 97501 (“Consultant”).
COMMERCIAL LEASECommercial Lease • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Commercial Lease (“Lease”) is made and entered into as of February 1, 2020, (“Effective Date”), by and between David Pleitner, LLC (“Lessor”), and Golden Harvests, LLC (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
OPTION AGREEMENT (49%)Stock Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • New Jersey
This STOCK PURCHASE AGREEMENT is entered into as of _________ __, 20__, by and between ABCO Garden State LLC, a New Jersey limited liability company (the “Company”), and Grown Rogue Unlimited, LLC, an Oregon limited liability company (the “Purchaser”). The Company and the Purchaser may be referred to herein individually as a “Party” and collectively, as the “Parties”.
ContractGrown Rogue International Inc. • March 13th, 2024 • Agricultural production-crops
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. GROWN ROGUE INTERNATIONAL INC. (the "Issuer") CONVERTIBLE DEBENTURESUBSCRIPTION AGREEMENTThe undersigned (herSubscriberIssuer Debenture on page 3 Original Principal Amount bearing interest at 9% quarterly per calendar year, maturing 48 months from the day of Closing (as defined herein). The entire amount of principal owing under the Debenture
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • December 24th, 2013 • Eagleford Energy Inc. • Oil & gas field exploration services • Connecticut
THIS JOINT DEVELOPMENT AGREEMENT (hereinafter, the “Agreement”) is made as of the 3rd day of December, 2013, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDINGS, INC., a Colorado corporation (hereinafter, the “Stratex”).
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • December 31st, 2014 • Eagleford Energy Corp. • Oil & gas field exploration services • Texas
THIS JOINT DEVELOPMENT AGREEMENT (“Agreement”) is dated as of April 11, 2014 (the “Execution Date”), by and among Quadrant Resources LLC, a Florida limited liability company (“Participant”), Eagleford Energy, Zavala Inc., a Nevada corporation (“EEZ”), and Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Stratex”). Each of Participant, EEZ, and Stratex may be referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) SUBSCRIPTION AGREEMENT UnitsSubscription Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This offering is the second tranche of a larger offering where the first tranche for common shares of the Issuer closed on January 19, 2021. The Subscriber (as defined below) did not participate in the first tranche. In this second tranche offering (the “Offering”) the Issuer is offering units of the Issuer (each, a “Unit”) at a price equal to $0.16 per Unit (the “Purchase Price”). Each Unit under this second tranche closing of a larger offering will be comprised of one common share of the Issuer and one whole common share purchase warrant (each, a “Warrant”) entitling the holder to purchase one common share of the Issuer (each, a “Warrant Share”) at an exercise price equal to $0.20 for a period of two years after the second tranche Closing. The Issuer has the right to accelerate the expiry date of the Warrants to be thirty (30) days following written notice to the holder if during the term the common shares of the Issuer close at or above $0.32 per share on each trading day for a peri
LEASE AGREEMENTLease Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Commercial Lease Agreement (“Lease”) is made and entered into as of January 1, 2021, (“Effective Date”), by and between Jesse Strickler (“Lessor”), and Grown Rogue Gardens, LLC an Oregon limited liability company (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Asset Purchase Agreement (this “Agreement”), dated as of February 5, 2021, is entered into between HSCP Oregon, LLC, an Oregon limited liability company (“Seller”), High Street Capital Partners, LLC, a Delaware limited liability company (“HSCP” and together with Seller, the “Seller Parties”), and Grown Rogue Distribution, LLC, an Oregon limited liability company (“Buyer”).
Lease Amending AgreementLease Amending Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Lease Amending Agreement (“Agreement”) is made by and between Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Lessee”), and 2046 Lars, LLC, an Oregon limited liability company (“Lessor”), with respect to the following facts and circumstances:
ContractNote Purchase Agreementthis Note Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
NOTE PURCHASE AGREEMENTThis Note Purchase Agreement (this "Agreement") is dated effective January 14, 2021 (the "Effective Date") between Jackie Haas & Mario Vassallo ("Purchaser") and Golden Harvests, LLC, a Michigan limited liability company (the "Company"). The Company and Purchaser are sometimes referred to each individually as a "Party" and collectively as the "Parties."SECTION 1.NOTE1.1Purchase of Note. Contemporaneously with the signing and delivery of this Agreement, Purchaser will buy from the Company a nonnegotiable promissory note in the principal amount of $250,000 in the fonn attached as Exhibit A (the "Note").. This Agreement is being entered into as pru1 of a series of Note Purchase Agreements (together with this Agreement, the "NPAs") being entered into by the Company with certain investors pursuant to which the Company is issuing a series of notes (together with this Note, the "Notes") to be issued under the NPAs. The other Notes have substantially similar terms, inclu
FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • December 31st, 2014 • Eagleford Energy Corp. • Oil & gas field exploration services
THIS FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT (hereinafter, the “First Amendment”) is made as of the 21st day of January, 2014, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDINGS, INC., a Colorado corporation (hereinafter, the “Stratex”).
ADDENDUM TO ASSET PURCHASE AGREEMENT DATED AS OF MAY 12, 2010 (THE “ASSET PURCHASE AGREEMENT”) BETWEEN SOURCE REWORK PROGRAM, INC. AND EAGLEFORD ENERGY INC.Asset Purchase Agreement • February 11th, 2011 • Eagleford Energy Inc. • Oil & gas field exploration services
This Addendum is made and entered into as of the 12th day of May 2010. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them in the Asset Purchase Agreement.
ADDENDUM NO. 2 TO ASSET PURCHASE AGREEMENT DATED AS OF MAY 12, 2010 (THE “ASSET PURCHASE AGREEMENT”) BETWEEN SOURCE REWORK PROGRAM, INC. AND EAGLEFORD ENERGY INC.Asset Purchase Agreement • February 11th, 2011 • Eagleford Energy Inc. • Oil & gas field exploration services
This Addendum is made and entered into as of the 30th day of June 2010. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them in the Asset Purchase Agreement.
VOTING AND RESALE AGREEMENTVoting and Resale Agreement • February 28th, 2020 • Grown Rogue International Inc. • Services-computer integrated systems design • Ontario
AND WHEREAS CGOC and Grown Rogue wish to provide for supplemental resale restrictions upon Grown Rogue’s entitlement to resell the Subscription Shares;
PROMISSORY NOTEGrown Rogue International Inc. • March 13th, 2024 • Agricultural production-crops • Oregon
This Promissory Note (“Note”) is made by Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Company”), in favor of Thomas Fortner (“Holder”). Holder has loaned or will loan cash to the Company of one hundred and fifty thousand dollars ($150,000), and this Note is the full agreement between the parties regarding the repayment of any advances made by Holder to the Company.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated and effective February 5, 2021 (the “Effective Date”), is made and entered into between Grown Rogue Distribution, LLC, an Oregon limited liability company (“Manager”), and HSCP Oregon, LLC, an Oregon limited liability company and wholly-owned subsidiary of High Street Capital Partners, LLC, a Delaware limited liability company (“Owner”). Manager and Owner are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2017 • Intelligent Content Enterprises Inc. • Services-computer integrated systems design • Ontario
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of September 9, 2016, between ICE Studio Productions Inc., an Ontario corporation (the “Company”) and Ritwik Uban (the “Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 30th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Membership Interest Purchase Agreement (this “Agreement”), dated effective as of April 24, 2024 (the “ Effective Date”), is between DAVID PLEITNER, an individual and resident of the State of Michigan (“Seller”), and CANOPY MANAGEMENT, LLC, a Michigan limited liability company (“Buyer”) (each, a “Party” and, together, the “Parties”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Note Purchase Agreement (this “Agreement”) is dated effective January 27, 2021 (the “Effective Date”) between KW Capital Partners LTD. (“Purchaser”) and Grown Rogue Distribution, LLC, an Oregon limited liability company (the “Company”). The Company and Purchaser are sometimes referred to each individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AGREEMENTSettlement Agreement • December 31st, 2015 • Eagleford Energy Corp. • Oil & gas field exploration services • Texas
THIS SETTLEMENT AGREEMENT ("Settlement Agreement") is made and entered into effective as of March 31, 2015, by and between STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (“STTX”), QUADRANT RESOURCES LLC, a Florida limited liability company (“QUADRANT”), and EAGLEFORD ENERGY CORP., an Ontario, Canada corporation, and its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (collectively, “EEZ”). STTX, QUADRANT and EEZ may be collectively referred to as the "Parties," and individually as "the" or "a" "Party."
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 30th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Equity Purchase Agreement (this “Agreement”), dated April 24, 2024 (the “Effective Date”), is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“ Buyer”), and J. Obie Strickler, an individual and resident of the State of Oregon (“Seller”). Buyer and Seller are referred to in this Agreement each as a “Party” and, collectively, as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 1, 2021 (the “Effective Date”), is entered into among David Pleitner (“David”), Allan Pleitner (“Allan”), and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Buyer”). David and Allan are each referred to in this Agreement as a “Seller” and, collectively, as the “Sellers”. David, Allan, the Company (as defined below), and Buyer are each referred to in this Agreement as a “Party” and, collectively, as the “Parties”.
AMENDMENTAgency Agreement • December 31st, 2012 • Eagleford Energy Inc. • Oil & gas field exploration services
This Amendment (“Amendment”) is entered into as of the 13th day of April 2012, by and between Eagleford Energy, Inc (“Company”) and Gottbetter Capital markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement (“Agreement”) dated March 12, 2012.
AMENDMENT NO. 4 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 31st, 2012 • Eagleford Energy Inc. • Oil & gas field exploration services
This Amendment No. 4 to the Placement Agency Agreement (“Forth Amendment”) is entered into as of the 31st day of August 2012, by and between Eagleford Energy Inc., an Ontario, Canada corporation (the “Company”), and Gottbetter Capital Markets, LLC (“Markets”), and amends that certain Placement Agency Agreement, dated as of March 12, 2012, as previously amended on April 13, 2012 and July 17, 2012 and August 14, 2012 (hereinafter collectively referred to as the “PAA”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the PAA.
LEASE & OPTION AGREEMENTLease & Option Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This lease agreement (the “Lease”) is made and entered into this 20th day of December, 2022, by and between Lender Capital, LLC, a Nevada limited liability company and/or his permitted assigns hereinafter referred to as “Lessor,” and Grown Rogue Gardens, LLC, an Oregon limited liability company, hereinafter referred to as “Lessee.” Lessee and/or Lessor may be referred to herein individually as “Party” and/or collectively as “Parties”.
OPTION AGREEMENTOption Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option Agreement (this “Agreement”), dated and effective February 4, 2021, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
AMENDMENT NO. 2 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 31st, 2012 • Eagleford Energy Inc. • Oil & gas field exploration services
This Amendment No. 2 to the Placement Agency Agreement (“Second Amendment”) is entered into as of the 17th day of July 2012, by and between Eagleford Energy Inc., an Ontario, Canada corporation (the “Company”), and Gottbetter Capital Markets, LLC (“Markets”), and amends that certain Placement Agency Agreement, dated as of March 12, 2012, as amended on April 13, 2012 (hereinafter collectively referred to as the “PAA”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the PAA.
SETTLEMENT AND EXERCISE OF SECURITY AGREEMENTSettlement and Exercise of Security Agreement • December 31st, 2015 • Eagleford Energy Corp. • Oil & gas field exploration services • Ontario
THIS SETTLEMENT AND EXERCISE OF SECURITY AGREEMENT ("SES Agreement") is made and entered into effective as of August 31, 2015, by and between BENCHMARK ENTERPRISES INC., a Nevis corporation (“Benchmark” or “Lender”), EAGLEFORD ENERGY CORP., (“Eagleford Energy” or “Borrower”) an Ontario, Canada corporation, and its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“EEZ”). BENCHMARK, EAGLEFORD ENERGY and EEZ may be collectively referred to as the "Parties," and individually as "the" or "a" "Party."
OPTION EXERCISE NOTIFICATIONOption Exercise Notification • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option Exercise Notification (this “Notification”), dated and effective January 13, 2023, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
