0001079974-14-000073 Sample Contracts

Shareholder Agreement Of CEN BIOTECH, INC. (A Canadian Corporation, the “Company”) EFFECTIVE AS OF: January 24, 2014
Shareholder Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass

THIS SHAREHOLDER AGREEMENT is made effective as of the 24th day of January 2014, by the named Shareholders as hereinafter set forth. Full compliance with corporate formalities and resolutions, minutes, and validly issued share certificates will be effectuated as soon as practicable, and no later than January 31, 2014, by the Company.

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INTEREST PURCHASE AGREEMENT
Interest Purchase Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass • Nevada

This Interest Purchase Agreement (this “Agreement”) is entered into as of January 24, 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company, and AJOA Holdings, LLC, a Nevada limited liability company, (Wise Phoenix LLC and AJOA Holdings LLC are collectively referred to as “Sellers”), R.X.N.B. Inc., a Nevada corporation (the “Company”), and on the other hand, Organic Growth International, a Nevada limited liability company (“Investor”). Capitalized terms used in this Agreement but not defined in this Agreement shall have the meaning assigned in the Shareholder Agreement (as defined below).

PROFIT SHARING AGREEMENT
Profit Sharing Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass • California

This Profit Sharing Agreement (this “Agreement”) is entered into as of January 24, 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company, and AJOA Holdings, LLC, a Nevada limited liability company, (Wise Phoenix LLC and AJOA Holdings, LLC are collectively referred to as “Sellers”), R.X.N.B. Inc., a Nevada corporation (the “Company”), and on the other hand, Organic Growth International, a Nevada limited liability company (“Investor”).

MASTER EQUIPMENT, PROCUREMENT AND SERVICES AGREEMENT
Master Equipment, Procurement and Services Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass • California

This Master Equipment, Procurement and Services Agreement (the “MEPS Agreement”) is entered into as of January 24, 2014, by and among R.X.N.B. Inc., a Nevada corporation (“Company”), and Organic Growth International, LLC, a Nevada limited liability company (“Investor”) (collectively the “Parties”).

EQUIPMENT AGREEMENT MASTER EQUIPMENT, PROCUREMENT AND SERVICES AGREEMENT
Master Equipment, Procurement and Services Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass • California

This Master Equipment, Procurement and Services Agreement (the “MEPS Agreement”) is entered into as of January _, 2014, by and among CEN Biotech, Inc., a Company Incorporated in Canada (“Company”), and Organic Growth International, LLC, a Nevada limited liability company (“Investor”) (collectively the “Parties”).

PROFIT SHARING AGREEMENT
Profit Sharing Agreement • January 30th, 2014 • Growlife, Inc. • Glass products, made of purchased glass • California

This Profit Sharing Agreement (this “Agreement”) is entered into as of January , 2014 (“Effective Date”), by and among, on the one hand, Wise Phoenix LLC, a Nevada limited liability company (“WP”), AJOA Holdings, LLC, a Nevada limited liability company (“AJOA”) (WP and AJOA are also referred to as the “Sellers”), and Organic Growth International, a Nevada limited liability company (“Investor”), and, on the other hand CEN Biotech Inc. (“Company”).

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