Exhibit
10.21


 


WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____________ (the “Issuance Date”)
between AgriForce Growing Systems, Ltd., a company incorporated under the laws of British Columbiac (the “Company”),
and VStock Transfer, LLC (the “Warrant Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated ___________________,
by and among the Company and Kingswood Capital Markets, as representative of the underwriters set forth therein, the Company is
engaged in a public offering (the “Offering”) of up to _____________ shares (the “Shares”)
of common stock (the “Common Stock”) of the Company and up to _____________ Warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant
to the underwriters over-allotment option;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form S-1 (File No. 333-_________) (as the same may be amended from time to time, the “Registration Statement”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants
and Warrant Shares, and such Registration Statement was declared effective on;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance
with the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise
of the Warrants;


 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect
to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express
terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 


2.
Warrants.


 


2.1.
Form of Warrants. The Warrants shall be registered securities and shall be initially evidenced by a global certificate
(“Global Certificate”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name
of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the
Company may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, registration to the name of Cede & Co.,
a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant
Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each Holder (as
defined below) separate certificates evidencing Warrants (“Definitive Certificates” and, together with the
Global Certificate, “Warrant Certificates”) , in the form of [Exhibit C] to this Warrant Agreement. The Warrants
represented by the Global Certificate are referred to as “Global Warrants.”


 




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2.2.
Issuance and Registration of Warrants.


 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest
in the Warrants evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed
the “beneficial owner” thereof, provided that all such beneficial interests shall be held through a Participant (as
defined below), which shall be the registered holder of such Warrants.


 


2.2.2.
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and
deliver the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”),
subject to a Holder’s right to elect to receive a Warrant in certificated form in the form of [Exhibit C] to this Warrant
Agreement. Any Holder desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered
to the Warrant Agent pursuant to Section 2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books
of the Participant evidencing the Warrants which are to be represented by a Definitive Certificate through the DTC settlement
system. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant
Certificates, as the case may be, as so requested.


 


2.2.3.
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or
a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant
Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for
any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates
ceases to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the
Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same
force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the
date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


2.2.5.
Registration of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant
Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates
surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate
shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate
or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined
or exchanged and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall
countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so
requested. The Warrant Agent may require payment, by the Holder requesting a registration of transfer of Warrants or a split-up,
combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance
of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent of all
reasonable expenses incidental thereto.


 




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2.2.6.
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable
expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated,
the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder
in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative
fee for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single
surety bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety
agents for administrative services provided to them.


 


2.2.7.
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 











3. Terms
and Exercise of Warrants.

 


 The
terms are pursuant to the attached form of Series A Warrant. 





 


4.
Adjustments.


 


 The
terms are per the attached Series A Warrant. 


 


5.
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that
transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 




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6.
Other Provisions Relating to Rights of Holders of Warrants.


 


6.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as
the registered holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new
issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive
upon the due exercise of Warrants.


 


6.2.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 7.1.


 


7.2.
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the
Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant
Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal
processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under
this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of
one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant
Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this
Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 


7.3.
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set
forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making
no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any
Warrant Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take
any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or
liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (d) may
rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice,
letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it
to be genuine and to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital or
statement contained in the Registration Statement or any other documents relating thereto; (f) shall not be liable or responsible
for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including
without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized and protected in
acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as
Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company,
and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any
applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing
any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such
action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission
of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than five business days after the date such application is sent to the Company, unless the Company
shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received
written instructions in response to such application specifying the action to be taken or omitted; (h) may consult with counsel
satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel; (i) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees,
or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent,
designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (j) is not authorized, and
shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required hereunder
to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.


 




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7.4.
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this
Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited
to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the
form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company
hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions
beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading,
work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes,
floods, acts of God or similar occurrences. (b) In the event any question or dispute arises with respect to the proper interpretation
of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder,
the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question
or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant
Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an
interest in the settlement.


 


7.5.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement,
including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court
of competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following
the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant
Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8
shall survive the termination of this Warrant Agreement.


 




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7.7.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the
parties to it to the full extent permitted by applicable law.


 


7.8.
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction
of incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated
thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in
a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply
in all material respects with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation
pending or threatened as of the date hereof in connection with the offering of the Warrants.


 


7.9.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control. In the event of inconsistency between this Warrant
Agreement and the terms of the Series A Warrant attached hereto as Exhibit C, the terms of the Series A Warrant control. 


 


7.10.
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath
its signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598,
or to such other address of which a party hereto has notified the other party.


 


7.12.
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located
within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of
such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial
by jury in any action or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned,
or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the
other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation
of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets
or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this
Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document
signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of
any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders.
All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding
Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent
of the Holders.


 




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7.13.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may
require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14.
Resignation of Warrant Agent.


 


7.14.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent,
or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant
Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for
the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except
for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further
duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination
of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity
hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 


7.14.3.
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be
a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall
be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement,
“person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association,
trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


8.
Miscellaneous Provisions.


 


8.1.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.


 




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8.2.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent
may require any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


8.4.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.
Certain Definitions. As used herein, capitalized terms, not defined herein, shall have the  meanings ascribed
to them in the form of Series A Warrant attached hereto. 




 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above
written.


 


	 	AGRIFORCE
    GROWING SYSTEMS, LTD.
	 	 	             
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK
    TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT
A


 


[FORM
OF GLOBAL CERTIFICATE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


 


AGRIFORCE
GROWING SYSTEMS, LTD.


WARRANT
CERTIFICATE


NOT
EXERCISABLE AFTER __________________


 


This
certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of
Warrants set forth below. Each Warrant entitles its registered holder to purchase from Agri Force Growing Systems, Ltd. a company
incorporated under the laws of British Columbia (the “Company”), at any time prior to 5:00 P.M. (Eastern Time)
on _______________, 2024, one share of common stock of the Company (each, a “Warrant Share” and collectively,
the “Warrant Shares”), at an exercise price of $ per share, subject to possible adjustments as provided in
the Warrant Agreement (as defined below).


 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent,
may be exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant
Certificate or Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender
of this Warrant Certificate at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer, a signature guarantee, and such other and further
documentation as the Warrant Agent may reasonably request and duly stamped as may be required by the laws of the State of New
York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in
the Warrant Agent Agreement dated as of , 2020 (the “Warrant Agreement”) between the Company and VStock Transfer,
LLC (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during business hours
at the office of the Warrant Agent.


 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	 	AGRIFORCE
    GROWING SYSTEMS, LTD.
	 	 	             
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Dated:
______________


Countersigned:


 


	VSTOCK
    TRANSFER, LLC	 
	 	            	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


PLEASE
DETACH HERE   __________________________________________________________________


 


Certificate
No.:                   Number of Warrants:


WARRANT
CUSIP NO.: _______________


 


[COMPANY]


 




    	 	A-1	 



    	 	 	 



    

 


EXHIBIT
B


 


NOTICE
OF EXERCISE


 


TO:
AGRIFORCE GROWING SYSTEMS, LTD.


 


(1)
The undersigned hereby elects to purchase _______ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


________________________________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


________________________________________________


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	Name
    of Authorized Signatory:	 
	Title
    of Authorized Signatory:	 
	Date:	 


 




    	 	B-1	 



    	 	 	 



    

 


EXHIBIT
C


 


FORM
OF SERIES A WARRANT


 




    	C-1



    	 



    

 


EXHIBIT
D


 


AUTHORIZED
REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 


 




    	 	D-1	 



    	 	 	 



    

 


EXHIBIT
E


 


FORM
OF WARRANT CERTIFICATE REQUEST NOTICE


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
VStock Transfer, LLC, as Warrant Agent for AgriForce Growing Systems, Ltd. (the “Company”)


 


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:


 


1.
Name of Holder of Warrants in form of Global Warrants: _____________________________________


 


2.
Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________


 


3.
Number of Warrants in name of Holder in form of Global Warrants: __________________________________


 


4.
Number of Warrants for which Definitive Certificate shall be issued: _________________________________


 


5.
Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: _____________________________________


 


6.
Definitive Certificate shall be delivered to the following address:


 


	 
	 
	 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Definitive Certificate.


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 
	 	 
	 	 
	 	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	 	 
	Name
    of Authorized Signatory:	 
	 	 
	 	 
	 	 
	 	 
	Title
    of Authorized Signatory:	 
	 	 
	Date:	        	 


 




    	 	E-1