AGENCY AGREEMENTAgency Agreement • March 23rd, 2021 • Ontario
Contract Type FiledMarch 23rd, 2021 JurisdictionThe undersigned, Eight Capital (the “Agent”), as sole agent and sole bookrunner, understands that Grown Rogue International Inc. (the “Company”) proposes to issue and sell up to 13,350,000 special warrants (the “Offered Special Warrants”) at a price of $0.225 per Special Warrant (the “Issue Price”) for aggregate gross proceeds of up to $3,003,750, subject to the terms and conditions set out below. In addition, the Company hereby grants the Agent an option (“Over-Allotment Option”) to increase the size of the Offering by up to an additional 7,706,890 Special Warrants (the “Additional Special Warrants”) for additional gross proceeds of up to $1,734,050. The Over-Allotment Option is exercisable at any time on or before forty-eight (48) hours prior to the Closing Date (as defined herein). The Offered Special Warrants and the Additional Special Warrants are collectively referred to herein as the “Special Warrants” and each, individually, a “Special Warrant”. The offer and sale of the Offere