UNDERWRITING AGREEMENT between FLORA GROWTH CORP. and as Representative of the Several UnderwritersUnderwriting Agreement • November 19th, 2021 • Flora Growth Corp. • Pharmaceutical preparations • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022
FLORA GROWTH CORP.Warrant Indenture • January 23rd, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Flora Growth Corp.Placement Agent Agreement • September 21st, 2023 • Flora Growth Corp. • Pharmaceutical preparations • New York
COMMON SHARE PURCHASE WARRANT FLORA GROWTH CORP.Common Share Purchase Warrant • December 13th, 2022 • Flora Growth Corp. • Pharmaceutical preparations
THIS COMMON SHARE PURCHASE WARRANT (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 on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 13, 2027 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Flora Growth Corp., a company incorporated under the laws of the Province of Ontario (the “Company”), up to [______] common shares, without par value (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Warrants to purchase Common Shares (the “Warrants”) issued pursuant to the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 21st, 2023 • Flora Growth Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this "Agreement") is dated as of September 18, 2023, between Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • Flora Growth Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 8, 2022, between Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LOAN AGREEMENTLoan Agreement • September 28th, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
FLORA GROWTH CORP., a corporation existing pursuant to the laws of the Province of Ontario (hereinafter referred to as the “Borrower”)
Fort Lauderdale, Florida 33132 Re: FLGC | Placement Agent AgreementPlacement Agent Agreement • August 7th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the placement agent on a "best efforts" basis in connection with the proposed private placement (the "Placement") by Flora Growth Corp. (collectively, with its subsidiaries and affiliates, the "Company") of its Common Shares (the "Securities"). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis's obligations hereunder are on a reasonable "best efforts" basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this placement agent agreement and completion of th
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 18th, 2023 • Flora Growth Corp. • Pharmaceutical preparations • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of April 16, 2023 (the “Agreement Date”), with an effective date of April 16, 2023 (the “Effective Date”), by Flora Growth Management Corp., a Florida corporation with a principal business address located at 3406 SE 26th Terrace, Fort Lauderdale, FL 33312 (“Flora Management”), and Hussein Rakine (“Executive”). Executive and Flora Management are referred to as “Parties” or “Party” herein.
Form of Warrant Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • March 22nd, 2021 • Flora Growth Corp. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE OF ISSUANCE]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE].
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 11th, 2019 • Flora Growth Corp. • Ontario
JADAN CONSULTING CORPORATION, through the person of Deborah Battiston, an individual with an address of [personal information redacted]
FLORA GROWTH CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Flora Growth Corp. • Pharmaceutical preparations • New York
ASSIGNMENT OF MEMBERSHIP INTEREST FLORA BEAUTY LLCAssignment of Membership Interest • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations • Colorado
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST (this “Assignment”), is made on 29th day of December, 2020 (the “Effective Date”), by and between LUIS MERCHAN (the “Assignor”), and FLORA GROWTH CORP (hereinafter the “Assignee”).
ASSIGNMENT OF SHARES HEMP TEXTILES & CO S.A.SAssignment of Shares • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
THIS ASSIGNMENT OF SHARES (this “Assignment”), is made on the 29th day of December, 2020 (the “Effective Date”), by and between LUIS MERCHAN (the “Assignor”), and FLORA GROWTH CORP (hereinafter the “Assignee”).
STOCK PURCHASE AGREEMENT between TRUHC HOLDING GMBH and FLORA GROWTH CORP. dated as of April 16, 2024Stock Purchase Agreement • April 19th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
This Stock Purchase Agreement (this "Agreement"), dated as of April 16, 2024 is entered into between TruHC Holding GmbH (the "Seller") and Flora Growth Corp., an Ontario corporation (the "Buyer").
UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations • New York
FLORA GROWTH CORP. Common Shares (no par value) At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • April 29th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York
Flora Growth Corp., an Ontario corporation (the "Company"), confirms its agreement (this "Agreement") with Aegis Capital Corp. ("Aegis"), as follows:
PERSONAL AND CONFIDENTIAL Mr. Clifford Starke, Chief Executive Officer Flora Growth Corp. Fort Lauderdale, Florida, United States 33309Engagement Letter • August 7th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. ("Aegis") will act as the exclusive placement agent in connection with the proposed Regulation A on a best effort basis (the "Offering") by Flora Growth Corp. (collectively, with its subsidiaries and affiliates, the "Company") of its shares of Common Shares and/or pre-funded warrants (the "Securities"). The parties previously entered into an engagement letter on June 14, 2024, (the "Initial Engagement Letter") This amended and restated engagement letter replaces and supersedes the Initial Engagement Letter. This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. Except as expressly provided herein, this engagement letter is not intended to be a binding legal document, as the agreement between the parties hereto on the matters relating to the Offering will be embodied in the Placement Agent Agreement (as defined below). It is contempla
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 13, 2024, between Flora Growth Corp., a Canada corporation (the "Company"), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a "Purchaser" and collectively, the "Purchasers").
UNDERWRITING AGREEMENT April 4, 2024Underwriting Agreement • April 8th, 2024 • Flora Growth Corp. • Pharmaceutical preparations • New York
FLORA GROWTH CORP., an Ontario corporation (the "Company"), agrees, subject to the terms and conditions in this agreement (this "Agreement"), to issue and sell to Aegis Capital Corp. (the "Underwriter") an aggregate of 1,700,000 of the Company's Common Shares, without par value per share ("Common Shares"; such offered Common Shares the "Shares"). The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto. Aegis Capital Corp. has agreed to act as the Underwriter in connection with the offering and sale of the Securities.
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2023 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
This CONSULTANTING AGREEMENT (“Agreement”) is entered into this 23rd day of December 2022 (the “Effective Date”), by Flora Growth Corp., an Ontario corporation with a principal business address located at 365 Bay Street, Suite, 800, Toronto, ON M5H 2V1 (“Flora Growth”), and Clifford Starke (“Consultant”). Consultant and Flora Growth are referred to as “Parties” or “Party” herein.
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
LOAN AGREEMENTLoan Agreement • September 28th, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
WHEREAS the Borrower has requested, and the Lender has agreed to provide a non-revolving term loan facility to the Borrower in a maximum principal amount of CAD$100,000 (the “Loan”) on the terms and conditions of this Loan Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Share Purchase Agreement dated December 29, 2020 between Ángel Miguel Ramírez, an individual with ID No. 79.450.073 (“Ángel”), Roberto Barreto, an individual with ID No. 19.480.203 (“Roberto”), Sandra Milena Barreto Garzón, an individual with ID No. 1.022.344.275 (“Sandra”, and together with Ángel and Roberto, the “Vendors”) and Flora Growth Corporation (the “Purchaser”), a corporation existing pursuant to the laws of the Province of Ontario and domiciled at 65 Queen Street West, Suite 900, Toronto, Ontario, Canada M5H 2M5.
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations
FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 11th, 2021 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Share Purchase Agreement dated December 29, 2020 between Santiago Mora Bahamon, an individual domiciled in Colombia with ID No. 1.020.727.140 (“Santiago”), Laura Londono Tapia, an individual domiciled in Colombia with ID No. 1.032.410.535 (“Laura”), Pablo Silva, an individual domiciled in Colombia with ID No. 1.036.881.472 (“Pablo”), Stefan Lauer, an individual domiciled in Colombia with ID No. C5R94F7XJ (“Stefan”, and together with Santiago, Laura and Pablo, the “Vendors”) and Flora Growth Corporation (the “Purchaser”), a corporation existing pursuant to the laws of the Province of Ontario and domiciled at 65 Queen Street West, Suite 900, Toronto, Ontario, Canada M5H 2M5.
ARRANGEMENT AGREEMENT FLORA GROWTH CORP. - and - FRANCHISE GLOBAL HEALTH INC.Arrangement Agreement • October 24th, 2022 • Flora Growth Corp. • Pharmaceutical preparations • British Columbia
WHEREAS the Purchaser wishes to acquire all of the issued and outstanding common shares of the Company in exchange for common shares of the Purchaser;
Broker-Dealer AgreementBroker-Dealer Agreement • October 11th, 2019 • Flora Growth Corp.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between FLORA GROWTH CORP. (“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 September 6, 2019 (the “Effective Date”):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2022 • Flora Growth Corp. • Pharmaceutical preparations • Florida
The EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 28, 2022 (the “Agreement Date”), with an effective date of March 1, 2022 (the “Effective Date”), by Flora Growth Management Corp., a Florida corporation with a principal business address located at 198 Davenport Road, Toronto, Ontario, M5R 1J2, Canada (“Flora Management”), and Jessie Casner (“Executive”). Executive and Flora Management are referred to as “Parties” or “Party” herein.
CONSULTING AGREEMENTConsulting Agreement • December 21st, 2023 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
This CONSULTING AGREEMENT ("Agreement") is entered into this 15th day of December 2023 (the "Effective Date"), by Flora Growth Corp., an Ontario corporation with a principal business address located at 365 Bay Street, Suite, 800, Toronto, ON M5H 2V1 ("Flora Growth"), and Clifford Starke ("Consultant"). Consultant and Flora Growth are referred to as "Parties" or "Party" herein.
