REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT between AGRIFORCE GROWING SYSTEMS, LTD. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters AGRIFORCE GROWING SYSTEMS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
The undersigned, AgriFORCE Growing Systems, Ltd., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2022, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% COUPON, 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE ____, 2024Convertible Security Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
THIS 5% Coupon, 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Coupon, 10% Original Issue Discount Senior Convertible Debentures of AgriFORCE Growth Systems Ltd. , a British Columbia corporation (the “Company”), having its principal place of business at 300-2233 Columbia Street, Vancouver, BC V5Y 0M6, designated as its 5% Coupon, 10% Original Issue Discount Senior Convertible Debenture due [______, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
SUBSIDIARY GUARANTEE, dated as of [__________ __, 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between AgriFORCE Growing Sysems Ltd., a British Columbia corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT agriforce growing systems ltd.Common Stock Purchase Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components
THIS COMMON STOCK 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 Effective Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the 42nd monthly anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENTEquity Distribution Agreement • September 16th, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), common shares, no par value per share, of the Company (the “Common Shares”), having an aggregate offering price of up to US$[●] (the Common Shares subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued Common Shares to be issued and sold by the Company.
ASSET PURCHASE AGREEMENT by and between RADICAL CLEAN SOLUTIONS LTD. and AGRIFORCE GROWING SYSTEMS, LTD. dated as of August 19, 2024 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 23rd, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2024 (“Effective Date”), is entered into by and between Radical Clean Solutions Ltd., a Nevada corporation (“Seller”) and AgriForce Growing Systems, Ltd., a British Columbia corporation (“Buyer” or “Purchaser”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 20th, 2021 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 14, 2024 (the “Effective Date”) by and among AgriForce Growing Systems, Ltd.. (the “Company” and_______ (the “Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements hereinafter contained (the sufficiency of which is hereby acknowledged), the Company and the Consultant covenant and agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
Re: Securities Purchase Agreement, dated as of June 28, 2022 (the “Purchase Agreement”), between AgriFORCE Growing Systems Ltd. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
