Avax One Technology Ltd. Sample Contracts
COMMON STOCK PURCHASE WARRANT agriforce growing systems ltd.Security Agreement • January 16th, 2025 • Agriforce Growing Systems Ltd. • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2025 • 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”).
UNDERWRITING AGREEMENT between AGRIFORCE GROWING SYSTEMS, LTD. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters AGRIFORCE GROWING SYSTEMS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
The undersigned, AgriFORCE Growing Systems, Ltd., a corporation formed under the laws of the Province of British Columbia (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2025 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of January __, 2025, 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”).
5% COUPON, 10% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE ____, 2024Convertible Security Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • 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 • January 16th, 2025 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
SUBSIDIARY GUARANTEE, dated as of January 16, 2025 (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 Systems Ltd., a British Columbia corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT agriforce growing systems ltd.Common Stock Purchase Agreement • July 6th, 2022 • Agriforce Growing Systems Ltd. • 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).
AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENTEquity Distribution Agreement • September 16th, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), common shares, no par value per share, of the Company (the “Common Shares”), having an aggregate offering price of up to US$[●] (the Common Shares subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued Common Shares to be issued and sold by the Company.
ASSET PURCHASE AGREEMENT by and between RADICAL CLEAN SOLUTIONS LTD. and AGRIFORCE GROWING SYSTEMS, LTD. dated as of August 19, 2024 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 23rd, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2024 (“Effective Date”), is entered into by and between Radical Clean Solutions Ltd., a Nevada corporation (“Seller”) and AgriForce Growing Systems, Ltd., a British Columbia corporation (“Buyer” or “Purchaser”).
SUBSCRIPTION AGREEMENT (LOCKED AVAX CONTRIBUTION)Subscription Agreement • September 22nd, 2025 • Agriforce Growing Systems Ltd. • Finance services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2025, by and among Agriforce Growing Systems, Ltd., a corporation incorporated and organized under the laws of the Province of British Columbia (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscriber”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 20th, 2021 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 14, 2024 (the “Effective Date”) by and among AgriForce Growing Systems, Ltd.. (the “Company” and_______ (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2025 • Agriforce Growing Systems Ltd. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 30, 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each of the holders signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2025 • Agriforce Growing Systems Ltd. • Finance services • British Columbia
This Indemnification Agreement (“Agreement”), dated as of October [●], 2025, is between AgriFORCE Growing Systems Ltd., a company existing under the laws of the Province of British Columbia (the “Corporation”) and [DIRECTOR] (the “Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2024 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements hereinafter contained (the sufficiency of which is hereby acknowledged), the Company and the Consultant covenant and agree as follows:
AGREEMENTLetter Agreement • August 5th, 2026 • Avax One Technology Ltd. • Finance services
This Agreement is entered into for the purpose of, among other things, (i) confirming the terms pursuant to which the Company has agreed to repay, and the Parties have agreed to cancel, that certain 5% Coupon, 10% Original Issue Discount Senior Secured Convertible Debenture, originally issued on January 2, 2026 (the “Note” or “Debenture”), in the original principal amount of $_____________, and (ii) waiving the Specified Breach (as defined below) under the Note, effective upon the Holder’s receipt of the Payoff Amount (as defined below). Reference is made to that certain Securities Purchase Agreement, dated as of January 16, 2025, among the Company and the purchasers signatory thereto, including the Holder (as amended, modified or supplemented from time to time, the “SPA”). The Note was originally issued to the Holder pursuant to the Holder’s exercise of its Required Holders’ Additional Investment right set forth in Section 2.4(a) of the SPA. Capitalized terms used herein and not other
AGRIFORCE GROWING SYSTEMS LTD. Common Stock (no par value per share) Sales AgreementSales Agreement • October 23rd, 2025 • Agriforce Growing Systems Ltd. • Finance services • New York
AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), confirms its agreement (this “Agreement”) with Yorkville Securities, LLC (“Yorkville Securities”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Company”; each of Yorkville Securities and Cohen & Company individually an “Agent” and collectively, the “Agents”) as follows:
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”)
STRATEGIC ADVISOR AGREEMENTStrategic Advisor Agreement • November 6th, 2025 • Agriforce Growing Systems Ltd. • Finance services • New York
This Strategic Advisor Agreement (the “Agreement”) is entered into as of October [●], 2025, by and between Agriforce Growing Systems, Ltd., a corporation incorporated and organized under the laws to the Province of British Columbia with its principal place of business at 800-525 WEST 8TH AVENUE, VANCOUVER, British Columbia, Canada, V5Z 1C6 (“Company”), and [●] (“Advisor”). Company and Advisor are referred to individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • January 16th, 2025 • Agriforce Growing Systems Ltd. • Prefabricated metal buildings & components • Delaware
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on January __, 2025 and becoming effective on the Effective Date, between AgriFORCE Growing Systems Ltd. (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and [ ], each in its capacity as a Purchaser (as defined in the Purchase Agreement (as hereinafter defined)) (together with its respective successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreement.
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • September 22nd, 2025 • Agriforce Growing Systems Ltd. • Finance services • New York
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated September 18, 2025 and effective on the closing date of the PIPE Financing (as defined below, and such date, the “Effective Date”), is entered into by and between Agriforce Growing Systems Ltd. (the “Client”) and Hivemind Capital Partners, LLC (the “Asset Manager” and, together with the Client, the “Parties”, and each, a “Party”).
AMENDMENT AND WAIVERAmendment and Waiver • August 5th, 2026 • Avax One Technology Ltd. • Finance services • Delaware
This Agreement is entered into for the purpose of, among other things, (i) amending that certain 5% Coupon, 10% Original Issue Discount Senior Secured Convertible Debenture, originally issued on October 24, 2025 (the “Note” or “Debenture”), in the original principal amount of $7,700,000, and (ii) waiving the Specified Breach (as defined below) under the Note as of the date hereof. Reference is made to that certain Securities Purchase Agreement, dated as of January 16, 2025, among the Company and the purchasers signatory thereto, including the Holder (as amended, modified or supplemented from time to time, the “SPA”). The Note was originally issued to the Holder pursuant to the Holder’s exercise of its Required Holders’ Additional Investment right set forth in Section 2.4(a) of the SPA. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the SPA or the Note, as applicable.