COMMON STOCK PURCHASE WARRANT agriforce growing systems ltd.Agriforce Growing Systems Ltd. • July 6th, 2022 • 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).
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”).
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”).
5% COUPON, 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE ____, 2024Agriforce Growing Systems Ltd. • July 6th, 2022 • 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.
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”)
