GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for a convertible debenture of the Issuer (the “Debenture”) having an aggregate principal amount set forth on page 3 (the “Original Principal Amount”) and bearing interest at 9% quarterly per calendar year, maturing 36 months from the day of Closing (as defined herein). The entire amount of principal owing under the Debenture is convertible at any time while any principal amount remains outstanding into common shares of the Issuer (each, a “Share”) at a price equal to C$0.20 per Share (as may be adjusted in accordance with the terms of the Debenture), all upon and subject to the terms and conditions set forth in Schedule A attached hereto. The Subscriber shall receive one half of one warrant (each whole warrant, a “Warrant”, and together with the Debenture, the “Purchased Securities”) for each C$0.20 of the Original Principal Amount purchased with each Warrant entitling the holder thereof to acq
CONSULTING AGREEMENTConsulting Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • New York
● “Capital Expenditures Adjustment”: This adjustment is intended to deduct a depreciation charge for any capital expenditures that Consultant recommends to Company, which Company has the absolute right to accept or deny in its sole discretion. For any such recommended capital expenditures, the amount of depreciation charged against the asset in accordance with GAAP guidelines will be deducted from ANI for the duration of the Consulting Agreement.
OPTION TO PURCHASE CONTROLLING INTERESTPurchase Controlling Interest • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option to Purchase Controlling Interest (this “Option”), dated and effective February 4, 2021 (the “Effective Date”), is among David Pleitner (“David”), Allan Pleitner (“Allan”), Golden Harvests LLC, a Michigan limited liability company (the “Company”), and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Buyer”). David and Allan are each referred to in this Option as a “Seller” and, collectively, as “Sellers”. David, Allan, the Company, and Buyer are each referred to in this Option individually as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This First Amendment to Consulting Agreement (the “Amendment”) is effective as of the 20th day of September, 2023 (“Effective Date”), and is made by and between Goodness Growth Holdings, Inc., a British Columbia corporation with a mailing address of 207 South Ninth Street, Minneapolis, MN 55402 (the “Company”) and Grown Rogue Unlimited, LLC, an Oregon limited liability company with a mailing address of 550 Airport Road, Medford, OR 97501 (“Consultant”).
COMMERCIAL LEASECommercial Lease • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Commercial Lease (“Lease”) is made and entered into as of February 1, 2020, (“Effective Date”), by and between David Pleitner, LLC (“Lessor”), and Golden Harvests, LLC (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
OPTION AGREEMENT (49%)Stock Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • New Jersey
This STOCK PURCHASE AGREEMENT is entered into as of _________ __, 20__, by and between ABCO Garden State LLC, a New Jersey limited liability company (the “Company”), and Grown Rogue Unlimited, LLC, an Oregon limited liability company (the “Purchaser”). The Company and the Purchaser may be referred to herein individually as a “Party” and collectively, as the “Parties”.
ContractGrown Rogue International Inc. • March 13th, 2024 • Agricultural production-crops
THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. GROWN ROGUE INTERNATIONAL INC. (the "Issuer") CONVERTIBLE DEBENTURESUBSCRIPTION AGREEMENTThe undersigned (herSubscriberIssuer Debenture on page 3 Original Principal Amount bearing interest at 9% quarterly per calendar year, maturing 48 months from the day of Closing (as defined herein). The entire amount of principal owing under the Debenture
GROWN ROGUE INTERNATIONAL INC. (the “Issuer”) SUBSCRIPTION AGREEMENT UnitsSubscription Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This offering is the second tranche of a larger offering where the first tranche for common shares of the Issuer closed on January 19, 2021. The Subscriber (as defined below) did not participate in the first tranche. In this second tranche offering (the “Offering”) the Issuer is offering units of the Issuer (each, a “Unit”) at a price equal to $0.16 per Unit (the “Purchase Price”). Each Unit under this second tranche closing of a larger offering will be comprised of one common share of the Issuer and one whole common share purchase warrant (each, a “Warrant”) entitling the holder to purchase one common share of the Issuer (each, a “Warrant Share”) at an exercise price equal to $0.20 for a period of two years after the second tranche Closing. The Issuer has the right to accelerate the expiry date of the Warrants to be thirty (30) days following written notice to the holder if during the term the common shares of the Issuer close at or above $0.32 per share on each trading day for a peri
LEASE AGREEMENTLease Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Commercial Lease Agreement (“Lease”) is made and entered into as of January 1, 2021, (“Effective Date”), by and between Jesse Strickler (“Lessor”), and Grown Rogue Gardens, LLC an Oregon limited liability company (“Lessee”). Lessee and Lessor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Asset Purchase Agreement (this “Agreement”), dated as of February 5, 2021, is entered into between HSCP Oregon, LLC, an Oregon limited liability company (“Seller”), High Street Capital Partners, LLC, a Delaware limited liability company (“HSCP” and together with Seller, the “Seller Parties”), and Grown Rogue Distribution, LLC, an Oregon limited liability company (“Buyer”).
Lease Amending AgreementLease Amending Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Lease Amending Agreement (“Agreement”) is made by and between Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Lessee”), and 2046 Lars, LLC, an Oregon limited liability company (“Lessor”), with respect to the following facts and circumstances:
ContractNote Purchase Agreementthis Note Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
NOTE PURCHASE AGREEMENTThis Note Purchase Agreement (this "Agreement") is dated effective January 14, 2021 (the "Effective Date") between Jackie Haas & Mario Vassallo ("Purchaser") and Golden Harvests, LLC, a Michigan limited liability company (the "Company"). The Company and Purchaser are sometimes referred to each individually as a "Party" and collectively as the "Parties."SECTION 1.NOTE1.1Purchase of Note. Contemporaneously with the signing and delivery of this Agreement, Purchaser will buy from the Company a nonnegotiable promissory note in the principal amount of $250,000 in the fonn attached as Exhibit A (the "Note").. This Agreement is being entered into as pru1 of a series of Note Purchase Agreements (together with this Agreement, the "NPAs") being entered into by the Company with certain investors pursuant to which the Company is issuing a series of notes (together with this Note, the "Notes") to be issued under the NPAs. The other Notes have substantially similar terms, inclu
PROMISSORY NOTEGrown Rogue International Inc. • March 13th, 2024 • Agricultural production-crops • Oregon
This Promissory Note (“Note”) is made by Grown Rogue Gardens, LLC, an Oregon limited liability company (the “Company”), in favor of Thomas Fortner (“Holder”). Holder has loaned or will loan cash to the Company of one hundred and fifty thousand dollars ($150,000), and this Note is the full agreement between the parties regarding the repayment of any advances made by Holder to the Company.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated and effective February 5, 2021 (the “Effective Date”), is made and entered into between Grown Rogue Distribution, LLC, an Oregon limited liability company (“Manager”), and HSCP Oregon, LLC, an Oregon limited liability company and wholly-owned subsidiary of High Street Capital Partners, LLC, a Delaware limited liability company (“Owner”). Manager and Owner are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties”.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This Note Purchase Agreement (this “Agreement”) is dated effective January 27, 2021 (the “Effective Date”) between KW Capital Partners LTD. (“Purchaser”) and Grown Rogue Distribution, LLC, an Oregon limited liability company (the “Company”). The Company and Purchaser are sometimes referred to each individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Michigan
This Membership Interest Purchase Agreement (this “Agreement”), dated as of May 1, 2021 (the “Effective Date”), is entered into among David Pleitner (“David”), Allan Pleitner (“Allan”), and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Buyer”). David and Allan are each referred to in this Agreement as a “Seller” and, collectively, as the “Sellers”. David, Allan, the Company (as defined below), and Buyer are each referred to in this Agreement as a “Party” and, collectively, as the “Parties”.
LEASE & OPTION AGREEMENTLease & Option Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops • Oregon
This lease agreement (the “Lease”) is made and entered into this 20th day of December, 2022, by and between Lender Capital, LLC, a Nevada limited liability company and/or his permitted assigns hereinafter referred to as “Lessor,” and Grown Rogue Gardens, LLC, an Oregon limited liability company, hereinafter referred to as “Lessee.” Lessee and/or Lessor may be referred to herein individually as “Party” and/or collectively as “Parties”.
OPTION AGREEMENTOption Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option Agreement (this “Agreement”), dated and effective February 4, 2021, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
OPTION EXERCISE NOTIFICATIONOption Exercise Notification • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Option Exercise Notification (this “Notification”), dated and effective January 13, 2023, is between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“GRU”), and J. Obie Strickler (“Strickler”). GRU and Strickler are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
WHEREAS as at the date hereof, the Corporation owes the Creditor Usd. $700,000, representing the balance of all amounts owing under an unsecured promissory note (the “Promissory Note”) dated September 9, 2021 (the “Indebtedness”);
ADDENDUM TO Option Agreement and Membership Interest Purchase AgreementMembership Interest Purchase Agreement • March 13th, 2024 • Grown Rogue International Inc. • Agricultural production-crops
This Addendum (“Addendum”) to the Option to Purchase a Controlling Interest, dated February 4, 2021 (“Option to Purchase”) and the Membership Interest Purchase Agreement (“MIPA”), dated May 1, 2021 is made by and between David Pleitner (“David”) and Canopy Management, LLC, a Michigan limited liability company or its assignee (“Canopy”), with respect to the following facts and circumstances:
