0001062993-25-015748 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2025 • Flora Growth Corp. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 19, 2025, is by and between Flora Growth Corp, a corporation organized under the laws of the Province of Ontario, Canada (the "Company"), and each investor identified on the signature pages hereto (each, including its successors and assigns, the "Investors" and together with the Company, the "Parties" and each a "Party"). Capitalized terms used and not otherwise defined herein that are defined in the Notes (as defined below) shall have the meanings given to such terms in the Notes.
EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2025 • Flora Growth Corp. • Pharmaceutical preparations • Puerto Rico
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 20, 2025 (the "Effective Date"), by and between Flora Growth Corp., an Ontario corporation (the "Company" or "Employer") having its principal place of business at 2400-40 King Street West, Toronto, ON, M5H 3Y2 and Michael Heinrich ("Executive"), and the Company and the Executive collectively referred to herein as the "Parties") having his office at such location of his choosing.
ContractConvertible Security Agreement • September 23rd, 2025 • Flora Growth Corp. • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(
PRE-FUNDED COMMON SHARE PURCHASE WARRANT FLORA GROWTH CORP.Security Agreement • September 23rd, 2025 • Flora Growth Corp. • Pharmaceutical preparations • New York
This PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this "Warrant"), dated September 26, 2025, 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 from and after the Shareholder Approvals (the "Initial Exercise Date") and until this Warrant is exercised in full (the "Termination Date") but not thereafter, to subscribe for and purchase from Flora Growth Corp., an Ontario corporation (the "Company"), up to [●] Common Shares, no par value per share (the "Common Shares") (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUITY TRANSFER AND DEBT REPAYMENT AGREEMENTEquity Transfer and Debt Repayment Agreement • September 23rd, 2025 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
This Equity Transfer and Debt Repayment Agreement (this "Agreement"), dated as of September 20, 2025, is entered into by and among Flora Growth Corp., an Ontario corporation ("Flora"), Flora Growth US Holdings Corp., a Delaware corporation and wholly-owned subsidiary of Flora ("US Holdings"), Phatebo GmbH, a German limited company ("Phatebo," and together with Flora and US Holdings, "Transferor"), Flora Growth US Holdings LLC, a Florida limited liability company ("Lender"), and each of the noteholders of Flora set forth on the signatures pages hereto under the heading "Noteholders" (each, a "Noteholder," and collectively, the "Noteholders").