COMMON SHARE PURCHASE WARRANT FLORA GROWTH CORP.Flora Growth Corp. • December 13th, 2022 • 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).
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
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”).
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.
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 • 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”).
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”)
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").
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.
FOUNDER WARRANT TO PURCHASE COMMON SHARES OFFlora Growth Corp. • May 5th, 2021 • Pharmaceutical preparations • Ontario
THIS CERTIFIES THAT, for value received, ____________ (the “Holder”), being the registered holder of this warrant (“Warrant”) is entitled, at any time prior to 5:00 p.m. (Toronto time) on the Expiry Day (as defined below) to subscribe for and purchase the number of common shares (the “Warrant Shares”) of FLORA GROWTH CORP. (the “Company”) set forth above on the basis of one Warrant Share at a price of USD$0.05 (the “Exercise Price”) for each Warrant exercised, subject to adjustment as set out herein, by surrendering to the Company at its principal office, 65 Queen Street West, Suite 805, Toronto, Ontario M5H 2M5, this Warrant certificate (the “Warrant Certificate”), with a completed and executed Subscription Form, and payment in full for the Warrant Shares being purchased.
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.
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 • September 16th, 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.
SHARED COSTS SERVICES AGREEMENTShared Costs Services Agreement • October 11th, 2019 • Flora Growth Corp. • Ontario
BETWEEN: FLORA GROWTH CORP., a body corporate duly incorporated under the laws of Ontario, and having an office at 65 Queen Street West, Suite 815, P.O. Box 75, Toronto, Ontario, M5H 2M5 (hereinafter referred to as the “Issuer”)
LOAN AGREEMENTLoan Agreement • September 28th, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Q-GOLD RESOURCES LTD., a corporation continued under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 11th, 2019 • Flora Growth Corp.
On the one hand, GUILLERMO ANDRES RAMIREZ MARTINEZ (“Guillermo”), GUILLERMO RAMIREZ CABRALES (“Cabrales”) and OSCAR MAURICIO FRANCO ULLOA, an individual residing at (“Oscar”)
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • June 27th, 2023 • Flora Growth Corp. • Pharmaceutical preparations
This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Elshad Garayev (hereinafter referred to as “Garayev”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”). Garayev and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”
SHARE PURCHASE AGREEMENT BETWEEN LIFEIST WELLNESS INC. - and - FLORA GROWTH CORP. SEPTEMBER 17, 2023Share Purchase Agreement • September 18th, 2023 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
Flora Growth Corp.Flora Growth Corp. • September 21st, 2023 • Pharmaceutical preparations • New York
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • April 29th, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 10th, 2023 • Flora Growth Corp. • Pharmaceutical preparations
This Amendment No. 3 to Share Purchase Agreement ("Amendment") is entered into and made effective as of July 19, 2023 by and between Flora Growth Corp., a Canadian corporation ("Flora"), Lisan Farma Colombia LLC, a Delaware limited liability company ("Lisan") and Flora Beauty LLC, a company organized under the laws of Colorado (United States of America), domiciled for purposes of this Agreement at Colorado (United States of America), identified with registration No. 20201035580 ("Beauty"). Flora, Lisan and Beauty are collectively referred to as the "Parties" and singularly referred to as "Party."
SHARE PURCHASE AGREEMENT BY AND AMONG Flora Growth Corp. (referred to as the “Seller”) ANDShare Purchase Agreement • July 11th, 2023 • Flora Growth Corp. • Pharmaceutical preparations
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • June 27th, 2023 • Flora Growth Corp. • Pharmaceutical preparations
This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Jason Warnock (hereinafter referred to as “Warnock”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”). Warnock and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”
