0001493152-25-002585 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 AGREEMENT
Registration 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

SUBSIDIARY GUARANTEE
Subsidiary 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.

SECURITY AGREEMENT
Security 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.