EDIBLE GARDEN AG INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2023 • Edible Garden AG Inc • Agricultural production-crops • New York
The undersigned, Edible Garden AG Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC (“Maxim”) is acting as representative (in such capacity, the “Representative”), an aggregate of 2,700,726 units (the “Firm Units”) and an aggregate of 0 pre-funded units (“Pre-Funded Units” and together with the Firm Units, the “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional 405,108 Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional 405,108 Option Warrants (as defined herein and collectively with warrants underlying the Units, the “Warrants”). Each Firm Unit consists of one share of the Company’s common stock, pa
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDEdible Garden AG Inc • September 11th, 2023 • Agricultural production-crops • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _____ 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 September 8, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 8, 2028 (the “Termination Date”) but not thereafter, to purchase from EDIBLE GARDEN AG INCORPORATED, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDEdible Garden AG Inc • March 24th, 2022 • Agricultural production-crops • Delaware
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of October 7, 2021 between the Holder and the Company, as amended (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
EDIBLE GARDEN AG INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant AgentWarrant Agency Agreement • April 6th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2022 (“Agreement”), between EDIBLE GARDEN AG INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a corporation organized under the laws of [ ] (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDCommon Stock Purchase • September 5th, 2023 • Edible Garden AG Inc • Agricultural production-crops • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, _____ 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 _______, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________, 2028 (the “Termination Date”) but not thereafter, to purchase from EDIBLE GARDEN AG INCORPORATED, a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2024 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This Indemnification Agreement ("Agreement"), dated as of _________, 20___, is by and between Edible Garden AG Incorporated, a Delaware corporation (the "Company") and the individual whose name appears below the word “Indemnitee” on the signature page hereto (the "Indemnitee").
EDIBLE GARDEN AG INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of May 9, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 10th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of May 9, 2022 (“Agreement”), between EDIBLE GARDEN AG INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 7, 2021, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2023 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 11th, 2023 • Edible Garden AG Inc • Agricultural production-crops
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of September 7, 2023 (the “Issuance Date”) between Edible Garden AG Incorporated., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT EDIBLE GARDEN AG INCORPORATEDEdible Garden AG Inc • May 10th, 2022 • Agricultural production-crops
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 November 5, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 4, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Edible Garden AG Incorporated, a Delaware corporation (the “Company”), up to [__] shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • New Jersey
This ASSET PURCHASE AGREEMENT (this “Agreement”) is effective as of March 30, 2020, by and between Edible Garden Corp., a Nevada corporation (the “Seller”), and Edible Garden Incorporated, a Wyoming corporation (the “Purchaser” and together with Seller, each a “Party” and collectively, the “Parties”).
ContractEdible Garden AG Inc • November 1st, 2021 • Agricultural production-crops • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT UNLESS SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE ACT.
EXCHANGE AGREEMENTExchange Agreement • October 31st, 2022 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This Exchange Agreement (this “Agreement”) is dated as of October 26, 2022, between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Evergreen Capital Management LLC, a Delaware limited liability company (the “Holder”).
Edible Garden AG IncorporatedEdible Garden AG Inc • March 24th, 2022 • Agricultural production-crops
Reference is made to the Securities Purchase Agreement dated as of October 7, 2021, and amended as of October 14, 2021, January 14, February 11, and February 18, 2022 (the “Agreement”) between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Evergreen Capital Management LLC, a Delaware limited liability company (“Evergreen”). Terms used but not defined herein have the respective meanings set forth in the Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of August 18, 2021, by and between Edible Garden AG Incorporated, a Delaware Corporation (the “Company”), and James E. Kras (the “Executive”).
GUARANTYGuaranty • September 6th, 2022 • Edible Garden AG Inc • Agricultural production-crops
FOR VALUABLE CONSIDERATION, Edible Garden AG Incorporated, a Delaware corporation ("Guarantor"), unconditionally guarantees and promises to pay to NJD Investments, LLC, a Michigan limited liability company (“Lender”), or order, on demand, in lawful money of the United States, any and all indebtedness of 2900 Madison Ave Holdings, LLC, a Michigan limited liability company ("Borrower"), to Lender which remains unpaid after Lender has foreclosed on that certain mortgage (“Mortgage”) and security agreement (“Security Agreement”) both of even date herewith, which secure all sums which may become due to Lender by Borrower under that certain Promissory Note, as defined below. The word "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Borrower now or hereafter made, incurred or created, whether voluntary or involuntary, and however arising, whether due or not due, absolute or contingent, liquidated or unliquid
Edible Garden AG Incorporated Form of Demand NoteEdible Garden AG Inc • November 1st, 2021 • Agricultural production-crops
For value received, the undersigned Edible Garden AG Incorporated, (the “Borrower”), promises to pay to the order of [__], its successors or assigns (the “Lender”), [__] ($[__]) (the “Face Amount”).
INTERCREDITOR AGREEMENT AND AMENDMENTIntercreditor Agreement and Amendment • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops
This INTERCREDITOR AGREEMENT AND AMENDMENT, dated as of April 13, 2021 (this “Agreement”), is among SAMENT CAPITAL INVESTMENTS, INC., a California corporation (the “Subordinating Creditor”), Edible Garden AG Incorporated, a Wyoming corporation (the “Debtor”), and Quasar Capital Partners, LLC, a Texas limited liability company (the “Senior Creditor”).
SECURITY AGREEMENTSecurity Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • Texas
This Security Agreement (“Agreement”) is made as of the 30th day of March, 2021, by Edible Garden AG Incorporated, a Wyoming corporation, with its principal office at 283 County Rd 519 Belvidere, NJ 07823 (the “Debtor”), and Quasar Capital Partners, LLC, with its principal office at 9330 LBJ Frwy. Suite 943B, Dallas, Texas 75243 (including any successors and assigns, the “Secured Party”).
PURCHASE AGREEMENT Fresh Cut Herbs & BasilPurchase Agreement • February 12th, 2024 • Edible Garden AG Inc • Agricultural production-crops
This Purchase Agreement (“Agreement”) dated as of January 1, 2024 (“Effective Date”) is a supplement to the “Master Terms and Conditions (Rev 10-2021) located at https://vendornet.meijer.com/ (“MTCs”)” or “agreements currently in effect in the VendorNet” between Edible Garden, with its offices at 283 Country Road 519, Belvidere, NJ 07823 (“Company”), and Meijer Distribution, Inc. (“Meijer”).
ASSET PURCHASE AGREEMENT WITH REAL ESTATEAsset Purchase Agreement With Real Estate • September 6th, 2022 • Edible Garden AG Inc • Agricultural production-crops • Michigan
This Asset Purchase Agreement with Real Estate (“Agreement”) is made as of the 30th day of August, 2022 (“Effective Date”), by and between Greenleaf Growers, Inc. a Michigan corporation, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 (“Company”); NJD Investments, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 and Soleri, LLC, a Michigan limited liability, of 2960 Madison Avenue SE, Grand Rapids, MI 49548 (collectively, “Real Estate Owners”); Nicholas DeHaan, of 2421 Wrenwood Street SW, Wyoming, MI 49519 ("Owner"; Company, Real Estate Owners and Owner are, collectively, “Seller”), and 2900 Madison Ave Holdings, LLC, a Michigan limited liability company, of 55 Campau Ave. NW, Suite 300, Grand Rapids, Michigan 49503 (“Buyer”).
INTERCREDITOR AGREEMENT AND AMENDMENTIntercreditor Agreement and Amendment • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops
This INTERCREDITOR AGREEMENT AND AMENDMENT, dated as of October 7, 2021 (this “Agreement”), is among Sament Capital Investments, Inc., a California corporation (the “Senior Creditor”), Edible Garden AG Incorporated, a Delaware corporation (the “Debtor”), and Evergreen Capital Management LLC, as collateral agent (the “Agent”) for the Noteholders of the Notes of the Company referred to below (collectively, the “Subordinating Creditors”).
SECURITY AGREEMENTSecurity Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • New Jersey
BETWEEN SAMENT CAPITAL INVESTMENTS, INC. (herein called the “Secured Party”) whose address is 2040 Main Street, Suite 225, Irvine CA 92614 and EDIBLE GARDEN INCORPORATED (herein called the “Debtor”), whose address is 283 Country Road 519, Belvidere, NJ 079823.
AMENDMENT to EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 19th, 2022 • Edible Garden AG Inc • Agricultural production-crops
THIS AMENDMENT No. 1 (this “Amendment”), dated as of January 18, 2022, to the Executive Employment Agreement effective as of August 18, 2021 (the “Agreement”), by and between Edible Garden AG Incorporated, a Delaware Corporation (the “Company”), and James E. Kras (the “Executive”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
Edible Garden AG IncorporatedEdible Garden AG Inc • March 24th, 2022 • Agricultural production-crops
Reference is made to the Securities Purchase Agreement dated as of October 7, 2021, and amended as of October 14, 2021 and January 14, 2022 (the “Agreement”) between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Evergreen Capital Management LLC, a Delaware limited liability company (“Evergreen”). Terms used but not defined herein have the respective meanings set forth in the Agreement.
SUPPLIER AGREEMENT BETWEEN EG AG Packing LLC. AND GREEN CITY GROWERS COOPERATIVESupplier Agreement • January 19th, 2022 • Edible Garden AG Inc • Agricultural production-crops • Ohio
This Supplier Agreement (hereinafter "Agreement") is made effective this 21st day of May, 2021 (hereinafter the "Effective Date"), and is entered into by and between Green City Growers Cooperative (hereinafter "Seller" or "GCG”) which conducts business at 5800 Diamond Ave., Cleveland, OH 44104, and Edible Garden AG, Inc. which conducts business at 283 County Rd. 519, Belvidere, NJ 07823 (hereinafter referred to as the "Buyer" or "EGAG") (Collectively referred to as "Parties"), and sets forth the following terms and conditions of the purchase of Seller”s processed herbs and greens generated from a certain extended reel processing machine.
SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMSSeparation Agreement and Release • January 26th, 2024 • Edible Garden AG Inc • Agricultural production-crops • New Jersey
Michael C. James (“Employee”) and Edible Garden AG Incorporated, a Delaware corporation (the “Company”), make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.”
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This GUARANTY AND SECURITY AGREEMENT (this “Security Agreement”) is made as of October 7, 2021, by and between the subsidiaries of Edible Garden AG Incorporated, a Delaware corporation, named on the signature pages hereto (the “Grantors” and “Guarantors” and individually a “Grantor” and “Guarantor”) and Evergreen Capital Management, LLC (“Lender”). The Grantors and Lender are collectively referred to in this Security Agreement as the “Parties.”
Edible Garden AG IncorporatedEdible Garden AG Inc • January 19th, 2022 • Agricultural production-crops
Reference is made to the Securities Purchase Agreement dated as of October 7, 2021, and amended as of October 14, 2021 (the “Agreement”) between Edible Garden AG Incorporated, a Delaware corporation (the “Company”), and Evergreen Capital Management LLC, a Delaware limited liability company (“Evergreen”). Terms used but not defined herein have the respective meanings set forth in the Agreement.
PURCHASE AGREEMENTPurchase Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops
This Agreement (“Agreement”) is made as of March 30, 2020, by and among Terra Tech Corp. (the “Seller”) and Edible Garden Incorporated (the “Purchaser”).
Edible Garden AG Incorporated Up to $1,146,893 of Shares of Common Stock Equity Distribution AgreementEdible Garden Ag Incorporated • February 7th, 2024 • Edible Garden AG Inc • Agricultural production-crops • New York
Edible Garden AG Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (“Maxim”), as sales agent, up to an aggregate of $1,146,893 of shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. Maxim may be referred to herein as the “Agent”. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
ASSUMPTION AND INDEMNIFICATION AGREEMENTAssumption and Indemnification Agreement • January 19th, 2022 • Edible Garden AG Inc • Agricultural production-crops • Ohio
THIS ASSUMPTION AND INDEMNIFICATION AGREEMENT (this “Assumption”) is made and entered into as of the 21st day of May, 2021 (the “Effective Date”), by and between Green City Growers Cooperative (“GCG”), which conducts business at 5800 Diamond Ave. Cleveland, OH 44104, and Edible Garden AG, Inc., subsidiary or affiliate (“Edible Garden”). which conducts business at 283 County Road 519, Belvidere, NJ 07823.
OPTION AGREEMENT #2Option Agreement #2 • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • New Jersey
This OPTION AGREEMENT (this “Agreement”) is effective as of March 30, 2020, by and between Sament Capital Investments, Inc., a California corporation (“Sament”), and Edible Garden Incorporated, a Wyoming corporation (the “Company” and together with Sament, each a “Party” and collectively, the “Parties”).
OPTION AGREEMENT #1Option Agreement #1 • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • New Jersey
This OPTION AGREEMENT (this “Agreement”) is effective as of March 30, 2020, by and between Sament Capital Investments, Inc., a California corporation (“Sament”), and Edible Garden Incorporated, a Wyoming corporation (the “Company” and together with Sament, each a “Party” and collectively, the “Parties”).
