Common use of Formal Date Clause in Contracts

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31, 2020 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 27, 2020 irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents under the hands of their proper officers in that behalf. By: /s/ Xxxxxxx "Xxxxxx XxXxxxxxx" Name: Xxxxxxx Xxxxxx XxXxxxxxx Title: Executive Chairman Senior Vice President, Corporate Development By: "Xxxxxxxx Xxxx" Name: Xxxxxxxx Xxxx Title: Corporate Trust Officer By: "Xxxxxxxx Xxxxxx Xxxx" Name: Xxxxxxxx Xxxxxx Xxxx Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Associate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer 7.5% 2020 UNSECURED CONVERTIBLE DEBENTURES Certificate No. ● US$● COLUMBIA CARE INC______ NEXGEN ENERGY LTD. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture trust indenture dated May 27, 2020 (the “"Indenture”") dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “"Trustee”"), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on March 30the Maturity Date, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars _______________________________________________ dollars (US$●$_______________) in lawful money of the United States of America on presentation and surrender of this Note Debenture at the main branch principal office of the Trustee in Vancouver, British Columbia Columbia, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and but excluding the next Interest Payment Date, Date at the rate of 9.8757.5% per annumannum (based on a 360-day year consisting of twelve 30-day months), in like money, calculated in arrears in (with the exception of the first interest payment which will include interest from May 27, 2020 until, but excluding, June 10, 2020 and payable the last interest payment which will include interest from December 10, 2024 until, but excluding, the Maturity Date, as set forth below) equal semi-annually in arrears annual installments (less any tax required by law to be deducted) on March 31 June 10 and September 30 December 10 in each year commencing on September 30June 10, 2020, 2020 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from May 27, 2020 to, but excluding June 10, 2020, which will be equal to $2.916666667 for each $1,000 principal amount of the date Debentures and the last interest payment will include interest accrued from December 10, 2024 to, but excluding May 27, 2025, which will be equal to $35.00 for each $1,000 principal amount of issue at the rate Debentures. Subject to applicable regulatory approval (including the approval of 9.875% per annum (based such stock exchange(s) on a year of 365 days or 366which the Shares are listed, as if applicable) and will the Shareholder Rights Plan, the Corporation shall satisfy its Interest Obligation on the Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum). The Shares to be payable issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at a price equal semito the Current Market Price. To the extent the Current Market Price is lower than the price required by the policies or rules of any applicable exchange or market, the Shares to be issued in satisfaction of the Corporation's Interest Obligation on the Debentures shall be issued at the lowest price permitted by such exchange or market. If on the applicable Interest Payment Date the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, the Shares are not listed on one of the TSX, NYSE, TSX Venture Exchange or New York Stock Exchange, applicable regulatory approvals (including the approval of such stock exchange(s) on which the Shares are listed, if applicable) required to issue Shares in satisfaction of part of the Corporation's Interest Obligation or to have such Shares listed on the stock exchange(s) on which the Shares are then listed have not been obtained or the issuance of Shares in satisfaction of part of the Corporation's Interest Obligation would constitute a "Flip-annual amounts; provided that for any Interest Period In Event" (as such term is defined in the indenture) Shareholder Rights Plan), the Corporation shall satisfy its entire Interest Obligation in respect of such Interest Payment Date in cash. Interest hereon that is shorter than a full semi-annual interest period, interest to be paid in cash shall be calculated on payable by wire, cheque, electronic transfer of funds or such other means as may be agreed to by the basis of a year of 365 days or 366 daysTrustee, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premiumregistered holder hereof and, penalty, bonus or other paymentsubject to the provisions of the Indenture. This Note Debenture is one of the 9.875% Notes Debentures of the Corporation issued or issuable under the provisions of the Indenture. The authorized principal amount of the Debentures is limited to an aggregate principal amount of $15,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or Debentures are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination this Debenture may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything The Corporation will pay to the contrary Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture. Subject to any applicable regulatory approval (including the approval of such stock exchange(s) on which the Shares are listed, if applicable), the whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this NoteDebenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the earlier of the Business Day preceding the Maturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption or conversion of this Debenture, into Freely Tradeable Shares (subject to Article 5 of the Indenture) (without adjustment to the extent required Conversion Price for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a conversion price of C$2.34 per Share (the "Conversion Price") converted to United States Dollars using the daily average rate of exchange between Canadian dollars and United States dollars as reported by the Bank of Canada at 16:30 (ET) (or such successor reference rate then in existence as reported by the Bank of Canada) published on the Business Day immediately preceding the applicable law (as date of conversion, all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest or determined in all respects accordance with the Indenture. The Debentures shall be redeemable by the Company)Corporation in accordance with the terms of Article 4 of the Indenture, payments under provided that the Debentures will not be redeemable prior to May 27, 2023, except in the event of the satisfaction of certain conditions after a Change of Control or upon request of the Debentureholders pursuant to Section 2.3(m) of the Indenture. From May 27, 2023 and prior to the Maturity Date, the Debentures shall be redeemable, in whole at any time, or in part from time to time, at the option of the Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date, provided that the Current Market Price on the date immediately prior to the date the Redemption Notice is given exceeds 130% of the Conversion Price and the Corporation shall have provided to the Trustee an Officer's Certificate confirming such Current Market Price. The Redemption Price for this Note Debenture will be subject a price equal to withholding its principal amount plus accrued and unpaid interest. Upon the occurrence of a Change of Control, the Corporation has the right (but not the obligation) to redeem, on account the terms and conditions set out in the Indenture, all (and not less than all) of any present this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or future taxprior to May 27, duty2023, assessment or governmental charge imposed upon or as 130% of the principal amount thereof and (B) if the Change of Control occurred after May 27, 2023, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date. Upon completion of a result Change of such payments, and no additional amounts shall be paid by the Company Control pursuant to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that paragraphs (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes), (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) of such definition and a Change of Management, but without any requirement that such Change of Control pursuant to paragraphs (i), (ii) or (iv) of such definition and such Change of Management occur contemporaneously, the Company may holder of this Debenture has the right to require the Corporation to purchase, on the terms and conditions set off and apply out in the Indenture, all or any amount otherwise payable part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to a registered holder under this Note (A) if the Change of Control occurred on or prior to any liability May 27, 2023, 130% of the Company principal amount thereof and (B) if the Change of Control occurred after May 27, 2023, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the Put Date, provided that the Corporation has decided to not exercise the Change of Control Redemption Right. From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the terms on conditions set out in the Indenture, the Corporation shall have a right to require the holder of this Debenture to convert the whole or any part of this Debenture into Shares at the Conversion Price. Subject to the restrictions on transfer set forth in the Indenture, if an Offer for any pastall of the outstanding Debentures is made and, present subject to the terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures representing at least 90% of the outstanding principal amount of the Debentures (other than Debentures held by or future taxon behalf of the Offeror or an Affiliate or Associate of the Offeror), dutyand the Offeror is bound to take up and pay for, assessment or governmental charge imposed upon or as a result has taken up and paid for the Debentures of any amount paid or the Debentureholders who accepted the Offer, the Offeror will be entitled to acquire, for the same consideration per Debenture payable to such registered holder under this Notethe Offer, the Debentures held by Debentureholders who did not accept the Offer. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, Debenture is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in Section 2.3(o) of the Indenture, the Indenture does not be registered under limit the United States Securities Act of 1933, as amended (Corporation from incurring additional indebtedness that ranks senior to the “U.S. Securities Act”)Debentures, or from mortgaging, pledging or charging the securities laws of Corporation's properties to secure any state of the United Statesindebtedness. The Notes principal hereof may only become or be offered declared due and sold pursuant to an exemption from payable before the registration requirements of stated maturity in the U.S. Securities Act or pursuant to an available exemption from such registration requirementsevents, in the manner, with the effect and at the times provided in the Indenture. The Indenture contains provisions making binding upon all holders of Notes Debentureholders outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on Further, in certain cases, the part of holders of shares not less than a majority in principal amount of the Corporation Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Noteconditions as such holders shall prescribe. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Note and the Indenture, the terms of the Indenture shall governprevail and take priority.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31December 23, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE (INSERT IF BEING ISSUED TO CDS) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (the “CorporationCDS”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture TO SIYATA MOBILE INC.. (the THE “IndentureISSUER”) dated as of March 31OR ITS AGENT FOR REGISTRATION OF TRANSFER, 2020 between the Corporation and ODYSSEY TRUST COMPANY EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (the “Trustee”AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), promises to pay to ANY TRANSFER, the registered holder hereof on March 30PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such dateCDS & CO., the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in VancouverHAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, British Columbia in accordance with the terms of the IndentureTRANSFER OR DEAL WITH THIS CERTIFICATE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 24, 2020. (INSERT IF APPLICABLE) WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, and the last payment (representing interest payable from the last Interest Payment Date toTHE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, but excludingTRANSFERRED, the Maturity Date) to fall due on the Maturity Date andHYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL APRIL 24, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates2020. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that periodCertificate No. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment[●] C$[●] CUSIP Xx. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture00000XXX0 ISIN No. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.CA83013QAA19

Formal Date. For the purpose of convenience this Indenture Note indenture may be referred to as bearing the formal date of March 31November 25, 2020 2003 irrespective of the actual date of execution hereof. Executed and delivered by the parties. Per: (signed) “Lxx Xxxxxxxxx” Authorized Signatory Per: (signed) “Rxxxxxxx Xxxxxxxxxx” Authorized Signatory Per: (signed) “Rxxxx Xxxxxxx” Authorized Signatory Per: (signed) “Sxxxxxx Xxxxxx” Authorized Signatory The parties have executed this Indentureform for the Series A Notes, the certificate of the Trustee and the registration and transfer panels thereon shall be in the English language substantially as follows, and may include a translation into the French language: CERTIFICATE NO. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE INC. ______ Enterra Acquisition Corp. (herein referred to as the “Corporation”) ), for value received received, hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to _____________________________________, the registered holder hereof on March 30November 25, 2024 2024, or on such earlier or later date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due payable in accordance with the provisions of the Note Indenture (any such datehereinafter mentioned, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note Note, the sum of $_________________ in lawful money of Canada, at Calgary, Alberta, and to pay interest thereon from and including the Issue Date at the main branch Interest Rate, payable, after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate, on each Interest Payment Date, which amounts are subordinated to all Senior Indebtedness as provided in the Note Indenture. Interest is payable on the 15th day of each month (each an “Interest Payment Date”) during the Trustee term hereof commencing the 15th day of January, 2004 in Vancouverrespect of interest accrued to the first day of each such month (each an “Interest Accrual Date”) immediately preceding such Interest Payment Date, British Columbia subject to deferral in accordance with the terms provisions of the Note Indenture. As interest becomes due on this Note (except at maturity, andwhen interest may be paid upon the surrender thereof for payment), subject as hereinafter provided, the Corporation shall cause to pay interest on the Principal Amount hereof be: (i) from and including the date hereofsent by prepaid ordinary mail a cheque or, or (ii) from delivered by other transfer of funds by such means as may be considered appropriate by the Trustee, for such interest (less any Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the Holder and including addressed to it at its last address or account, as the last case may be, appearing on the register, at the respective Interest Payment Date (unless the Holder otherwise directs. In the case of joint Holders, the cheque or other transfer of funds, as defined in the Indenture) to which interest shall have been paid or made available for payment hereoncase may be, whichever shall be payable or issued to the laterorder of all such joint Holders and addressed to them at the last address or account, as the case may be, appearing on the register, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other transfer of funds, as the case may be, shall be mailed or delivered to the first address or account so appearing. In the event of non-receipt of any cheque or funds for interest by the Holder, the Corporation will cause to be issued to the Holder a replacement cheque or replacement transfer of funds for like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction, acting reasonably. The Corporation may, in all casesits discretion, elect to pay any interest, including Deferred Interest, or to pay the principal amount of this Note plus accrued and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing unpaid interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due thereon on the Maturity Date and, should by delivering Common Shares in accordance with the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentIndenture. This Note is one of the 9.875% Series A Notes of issued under a Note Indenture (herein referred to as the “Note Indenture”) dated November 25, 2003 between the Corporation and Olympia Trust Company, as Trustee. The aggregate principal amount of Series A Notes and the aggregate principal amount of Notes that may be issued under the provisions of the IndentureNote Indenture is unlimited. Reference is hereby expressly made to the Note Indenture and any instruments supplemental thereto for a statement and description of the terms and conditions upon which the Notes are or are to be this Note is issued and held and the rights and remedies of the holders Holders of the Notes and of Notes, the Corporation and of the TrusteeTrustee with respect thereto, all to the same effect as if the provisions of the Note Indenture and of any instruments supplemental thereto were herein set forth forth, to all of which provisions the holder registered Holder of this Note Note, by acceptance hereof hereof, assents. If In the date for payment event of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to inconsistency between the provisions of this Note and the Note Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent provisions of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this NoteNote Indenture shall prevail. The Notes are issuable only as fully registered Notes in denominations of US$1,000 $100.00 and for amounts above such minimum only in integral multiples thereofof $1.00. Upon compliance with the provisions of the Note Indenture, Notes of any authorized denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other All Notes now or hereafter certified and delivered issued under the Indenture, Note Indenture rank equally and ratably without priority or preference. This Note is a direct secured obligation of the Corporation. These Notes have , but is not been secured by any mortgage, hypothec, charge or pledge and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United Statesis subordinate to all Senior Indebtedness. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Note Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability no restrictions on the part of holders of shares right of the Corporation to borrow or give security for any of its obligations in priority to the Notes. The Principal Amount hereof may also become or be declared due before stated maturity on the conditions, in the manner, with the effect and officers, directors and employees of at the Corporation times set forth in respect of any obligation or claim arising out of the Indenture or this NoteNote Indenture. This Note may only be transferred, transferred upon compliance with the conditions prescribed in the Indenture, in one Note Indenture on the register of the registers transfers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places (if any) and/or by such other registrar or registrars (if any) as the Corporation with the approval of the Trustee and Trustee may designate. No transfer of this Note shall be valid unless made on the register , by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in writing in form and substance execution satisfactory to the Trustee or and/or other registrar, registrar (if any) and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe prescribe, and upon surrender then, only if such transfer shall have been duly entered on one of the appropriate registers or noted on this Note for cancellationby a proper registrar. Thereupon The Note Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders of a new Note or Notes in specified percentage of the same aggregate principal amount shall be issued to of the transferee in exchange hereofNotes outstanding. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee for the time being under the Note Indenture. Capitalized words or expressions Unless otherwise defined, all initially capitalized terms used in this Note shall, unless otherwise defined herein, herein shall have the meaning meanings ascribed thereto to such terms in the Note Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31April 7, 2020 2022 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Professional, Corporate Trust By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Manager Corporate Trust No. ● US$Principal Amount $● COLUMBIA CARE INCMODERN MINING TECHNOLOGY CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture debenture indenture (the “Indenture”) dated as of March 31April 7, 2020 2022, between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30April 7, 2024 2025 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States of America on presentation and surrender of this Note Initial Debenture at the main branch office of the Trustee in Vancouver, British Columbia Columbia, Calgary, Alberta or Toronto, Ontario, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8755.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment equal (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Dateless any tax required by law to be deducted or withheld) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentdate. This Note Initial Debenture is one of the 9.8755.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $5,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon The Initial Debentures shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only issued in denominations of US$$10, and integral multiples thereof and to CDS in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Subject to the contrary provisions in this Notethe Indenture and without further action on the part of the Registered Holder, if after April 7, 2022, and prior to the extent Maturity Date, the Corporation completes a listing of its Common Shares on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) to the Forced Conversion Date into the Underlying Securities at the Conversion Price upon delivering a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the “Forced Conversion Date”) shall be the date the common shares of the Corporation (the “Common Shares”) are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any tax required by law to be deducted or withheld) shall be deemed to be converted into securities of the Corporation at the then-applicable law Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of securities of the Corporation, as applicable, into which this Initial Debenture is convertible. For greater certainty, the Initial Debenture represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing forced conversion. On and after the Forced Conversion Date of the Initial Debentures represented by this Debenture Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in all respects by accordance with the Company), payments under this Note will be subject Indenture. Not less than 30 days prior to withholding on account of the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 105% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of Applicable Securities Legislation and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. These Notes Initial Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes Initial Debentures may not be converted by or for the account or benefit of a U.S. person or a person in the United States absent an exemptrion from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to a U.S. person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirementsand applicable state securities laws. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions making binding upon whereby all holders of Notes outstanding thereunder Debentures (or in certain circumstances, specific series of Debentures) will be bound resolutions passed at meetings of such holders held in accordance with such provisions provisions, and instruments signed by the holders of a specified majority of Notes outstandingoutstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta the City of Toronto, and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 319, 2020 2018 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ Xxxxxxx Xxxxxx “Xxxxx Xxxxx” Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Chief Executive Chairman Officer By: “Xxxxxxxx Xxxx” Name: Xxxxxxxx Xxxx Title: Corporate Trust Officer By: “Xxxxxxxx Xxxxxx Xxxx” Name: Xxxxxxxx Xxxxxx Xxxx Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Associate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer No. ● US$● COLUMBIA CARE INC. • $• Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 319, 2020 2018 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 309, 2024 2020 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8755.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated in arrears in equal (with the exception of the first interest payment which will include interest from March 9, 2018, as set forth below, and payable semi-annually in arrears annual instalments (less any tax required by law to be deducted) on March June 30 and December 31 and September 30 in each year commencing on September June 30, 2020, 2018 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366March 9, as applicable) and 2018 to June 30, 2018, which will be payable in equal semi-annual amounts; provided that to $15.69 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentInitial Debentures. This Note Initial Debenture is one of the 9.8755.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $230,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary close of business on the Maturity Date or, if called for repurchase pursuant to a Change of Control (as defined in this Note, the Indenture) on the Business Day immediately prior to the extent payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $13.05 (the “Conversion Price”) per Common Share, being a rate of approximately 76.6284 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding each of June 30 and December 31 in each year, commencing June 30, 2018, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days exceeds $17.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable law Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as determined in all respects by at the Company)Forced Conversion Date as the holder of the number of Common Shares, payments under as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Note will be subject Initial Debenture to withholding on account of the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 104% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31November 28, 2020 2017 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ Xxxxxxx (signed) Gxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: (signed) Jxxxxxxx Xxxx Name: Title: By: /s/ Xxx Xxxxxx (signed) Jxxx Xxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE INC. •; $ • Aurora Cannabis Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31November 28, 2020 2017 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30November 28, 2024 2022 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● • Dollars (US$●$•) in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8756.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable in arrears in equal (with the exception of the first interest payment which will include interest from November 28, 2017, as set forth below, and, if this Initial Debenture is issued at any time following December 31, 2017, the second interest payment which will include interest from the date following issuance of this Initial Debenture to the next interest payment date) semi-annually in arrears annual instalments (less any tax required by law to be deducted) on March June 30 and December 31 and September 30 in each year commencing on September 30December 31, 2020, 2017 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, in the event that this Initial Debenture is issued; (i) on or before December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to December 31, 2017, which will be equal to $5.50 for each $1,000 principal amount of the Initial Debentures; or (ii) at any time following December 31, 2017, the first interest payment will include interest accrued from November 28, 2017 to the date of issue at that this Initial Debenture is so issued and, notwithstanding anything to the rate of 9.875% per annum (based on a year of 365 days or 366contrary contained herein, as applicable) and will shall be payable in equal semi-annual amounts; provided that for any Interest Period on the Business Day (as defined in the indentureIndenture) that is shorter than a full semi-annual interest period, interest shall be calculated on immediately following the basis date of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentissuance. This Note Initial Debenture is one of the 9.8756.0% Notes Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $115,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary in close of business on the Maturity Date or, if this NoteInitial Debenture is called for redemption on or prior to such date, then, to the extent so called for redemption, up to but not after the close of business on the last Business Day immediately preceding the date specified for redemption of this Initial Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $6.50 (the “Conversion Price”) per Common Share, being a rate of approximately 153.8462 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding each of June 30 and December 31 in each year, commencing December 31, 2017, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days equals or exceeds $9.00, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The Corporation shall pay all accrued and unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable law Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as determined in all respects by at the Company)Forced Conversion Date as the holder of the number of Common Shares, payments under as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Note will be subject Initial Debenture to withholding on account of the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. Not less than 30 days prior to the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “Change of Control”), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 104% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the Conversion Price (the “Change of Control Offer”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If an offer is made for the Initial Debentures which is a take-over bid for the Initial Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Note Indenture may be referred to as bearing the formal date of March 31September 30, 2020 1998 irrespective of the actual date of execution hereof. The parties have executed this IndentureExecuted and delivered by the parties. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman (signed) “Xxxxxxxx X. Park” Authorized Signatory By: Name: Title: Authorized Signatory By: Name: Title: The parties have executed this Indenture. Authorized Signatory By: NameAuthorized Signatory The form for the Series A Notes, the certificate of the Trustee and the registration and transfer panels thereon shall be in the English language substantially as follows, and may include a translation into the French language: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust NoCERTIFICATE NO. ● US$● COLUMBIA CARE INC. $ (“Principal Amount”) TimberWest Forest Management Limited (herein referred to as the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “TrusteeCompany”), for value received, hereby promises to pay to , the registered holder hereof on March 30August 31, 2024 2038, or on such earlier or later date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due payable in accordance with the provisions of the Note Indenture (any such datehereinafter mentioned, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note Note, the sum of $ in lawful money of Canada, at the main branch of the Trustee in Vancouver, British Columbia Columbia, and to pay interest thereon from and including the Issue Date at the Interest Rate, payable, after as well as before maturity and after as well as before default and judgment, with interest on amounts in default at the same rate, on each Interest Payment Date, which amounts are subordinated to all Senior Indebtedness as provided in the Note Indenture. Interest is payable on the 15th days of January, April, July and October of each year commencing the 15th day of January, 1999 in respect of interest accrued to the January 1, April 1, July 1 and October 1 (each an “Interest Accrual Date”) immediately preceeding 15th days of January, April, July and October respectively, subject to deferral in accordance with the terms provisions of the Note Indenture. As interest becomes due on this Note (except at maturity, andwhen interest may be paid upon the surrender thereof for payment), subject as hereinafter provided, the Company shall cause to pay interest on the Principal Amount hereof be: (i) from and including the date hereofsent by prepaid ordinary mail a cheque or, or (ii) from delivered by other transfer of funds by such means as may be considered appropriate by the Trustee, for such interest (less any Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the Holder and including addressed to it at its last address or account, as the last Interest Payment Date (as defined in case may be, appearing on the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Dateregister, at the rate respective Interest Accrual Dates unless the Holder otherwise directs. In the case of 9.875% per annumjoint Holders, the cheque or other transfer of funds, as the case may be, shall be payable or issued to the order of all such joint Holders and addressed to them at the last address or account, as the case may be, appearing on the register, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other transfer of funds, as the case may be, shall be mailed or delivered to the first address or account so appearing. In the event of non-receipt of any cheque or funds for interest by the Holder, the Company will cause to be issued to the Holder a replacement cheque or replacement transfer of funds for like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction, acting reasonably. The Company may, in like moneyits discretion, calculated elect to pay any interest, including Deferred Interest, or to pay the principal amount of this Note plus accrued and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing unpaid interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due thereon on the Maturity Date andby delivering Common Shares and/or, should at the Corporation at any time make default election of the Company in the payment case of any principal or interest, to pay interest on Preferred Shares in accordance with the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentIndenture. This Note is one of the 9.875% Series A Notes issued under a Note Indenture (herein referred to as the “Note Indenture”) dated September 30, 1998 between the Company and CIBC Mellon Trust Company, as Trustee. The aggregate principal amount of Series A Notes and the Corporation aggregate principal amount of Notes that may be issued under the provisions of the IndentureNote Indenture is unlimited. Reference is hereby expressly made to the Note Indenture and any instruments supplemental thereto for a statement and description of the terms and conditions upon which the Notes are or are to be this Note is issued and held and the rights and remedies of the holders Holders of the Notes Notes, the Company and of the Corporation and of the TrusteeTrustee with respect thereto, all to the same effect as if the provisions of the Note Indenture and of any instruments supplemental thereto were herein set forth forth, to all of which provisions the holder registered Holder of this Note Note, by acceptance hereof hereof, assents. If In the date for payment event of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to inconsistency between the provisions of this Note and the Note Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent provisions of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this NoteNote Indenture shall prevail. The Notes are issuable only as fully registered Notes in denominations of US$1,000 $8.978806569 and integral multiples thereofthereof only. Upon compliance with the provisions of the Note Indenture, Notes of any authorized denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to All Notes issued under the contrary in this Note, to the extent required by applicable law (as determined in all respects by Note Indenture rank equally and ratably without priority or preference. This Note is a direct obligation of the Company), payments under this but is not secured by any mortgage, hypothec, charge or pledge and is subordinate to all Senior Indebtedness. The Note will be subject to withholding Indenture contains no restrictions on account the right of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to borrow or give security for any of its obligations in priority to the registered holder in respect of any such withheld amountsNotes. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying Principal Amount hereof may also become or be declared due before stated maturity on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitationconditions, in any jurisdiction in which the registered holder may be subject to any taxesmanner, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending and at the terms of this times set forth in the Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, transferred upon compliance with the conditions prescribed in the Indenture, in one Note Indenture on the register of the registers transfers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta and in such other place or places (if any) and/or by such other registrar or registrars (if any) as the Corporation Company with the approval of the Trustee and Trustee may designate. No transfer of this Note shall be valid unless made on the register , by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in writing in form and substance execution satisfactory to the Trustee or and/or other registrar, registrar (if any) and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe prescribe, and upon surrender then, only if such transfer shall have been duly entered on one of the appropriate registers or noted on this Note for cancellationby a proper registrar. Thereupon The Note Indenture contains provisions making binding upon all Holders of Notes outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions and instruments in writing signed by the Holders of a new Note or Notes in specified percentage of the same aggregate principal amount shall be issued to of the transferee in exchange hereofNotes outstanding. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee for the time being under the Note Indenture. Capitalized words or expressions Unless otherwise defined, all initially capitalized terms used in this Note shall, unless otherwise defined herein, herein shall have the meaning meanings ascribed thereto to such terms in the Note Indenture. In the event of any inconsistency between the terms of witness whereof TimberWest Forest Management Limited has caused this Note and the Indenture, the terms to be signed by its duly authorized officers as of the Indenture shall govern.• day of •, 19•. By: Authorized Signatory By: Authorized Signatory

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31August 17, 2020 2021 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. DANAVATION TECHNOLOGIES CORP. By: /s/ Xxxxxxx Xxxxxx “Xxxx Xxxxx” (signed) Name: Xxxxxxx Xxxxxx Xxxx Xxxxx Title: President and Chief Executive Chairman Officer By: “Xxxxx Xxxxxxx” (signed) Name: Xxxxx Xxxxxxx Title: Corporate Trust Officer By: “Xxxxxxxx Xxxxxx Xxxx” (signed) Name: Xxxxxxxx Xxxxxx Xxxx Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VPProfessional, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE INC. Schedule A – Form of Debenture‌‌ Danavation Technologies Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31August 17, 2020 2021 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30August 17, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% eight percent (8%) per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears in equal (with the exception of the first interest payment which will include interest from August 17, 2021, as set forth below, and quarterly instalments (less any tax required by law to be deducted) on September 30, December 31, March 31 and September June 30 in each year commencing on September 30, 2020, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366August 17, as applicable) and 2021 to September 30, 2021, which will be payable in equal semi-annual amounts; provided that to $9.78 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentDebentures. This Note Debenture is one of the 9.875% Notes Unsecured Convertible Debentures (referred to herein as the “Debentures”) of the Corporation issued issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $3,850,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the contrary in this Noteclose of business on one Business Day before the Maturity Date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.45 (the “Conversion Price”) per Common Share, being a rate of approximately 2,222 Common Shares for each $1,000 principal amount of Debentures, all subject to the extent required terms and conditions and in the manner set forth in the Indenture. No Debentures may be converted during the five Business Days preceding each of September 30, December 31, March 31 and June 30 in each year, commencing on August 17, 2021, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by applicable law (as a cash payment equal to the market price of such fractional interest determined in all respects by accordance with the Company)Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon in accordance with the terms of the Indenture. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, payments under this Note will be subject the person or persons entitled to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amountsDebentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the daily volume weighted average price of the Common Shares on the CSE (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days exceeds $0.75, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice (the “Forced Conversion Notice”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion. The registered holder hereby acknowledges Corporation shall pay all accrued and accepts unpaid interest in cash. The effective date for the forced conversion (the “Forced Conversion Date”) shall be: (a) the date stipulated in the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable Conversion Price; and (ii) the registered holder shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Debenture to the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted. If an offer is made for the Debentures which is a take-over bid for the Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Debentures (other than Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Debentures of those holders who did not relying accept the offer on the Company (or any representative same terms as the Offeror acquired the first 90% of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any principal amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteDebentures. The indebtedness evidenced by this NoteDebenture, and by all other Notes Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment in full of 1933all Secured Indebtedness, as amended (whether outstanding at the “U.S. Securities Act”), or the securities laws of any state date of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act Indenture or pursuant to an available exemption from such registration requirementsthereafter created, incurred, assumed or guaranteed. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31June 10, 2020 2016 irrespective of the actual date of execution hereof. The IN WITNESS whereof the parties hereto have executed this Indenturethese presents under the hands of their proper officers in that behalf. By: /s/ Xxxxxxx “Xxxxxx Xxxxxxx” Name: Xxxxxx Xxxxxxx Title: VP Legal and General Counsel & Corporate Secretary By: “Xxxx Xxxx” Name: Xxxx Xxxx Title: Corporate Trust Officer By: “Xxxxx Xxxxxx” Name: Xxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer Certificate No. ● US$● COLUMBIA CARE INCCUSIP: 00000XXX0 NEXGEN ENERGY LTD. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture trust indenture dated June 10, 2016 (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on March 30the Maturity Date, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars dollars (US$●$ ) in lawful money of the United States of America on presentation and surrender of this Note Debenture at the main branch principal office of the Trustee in Vancouver, British Columbia Columbia, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and but excluding the next Interest Payment Date, Date at the rate of 9.8757.5% per annumannum (based on a 360-day year consisting of twelve 30-day months), in like money, calculated and payable in arrears in (with the exception of the first interest payment which will include interest from June10, 2016 as set forth below) equal semi-annually in arrears annual installments (less any tax required by law to be deducted) on March 31 June 10 and September 30 December 10 in each year commencing on September 30December 10, 2020, 2016 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366June 10, as applicable) and 2016 to, but excluding December 10, 2016, which will be payable in equal semi-annual amounts; provided that to $37.50 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that periodDebentures. The Corporation shall have satisfy its Interest Obligation on the right Debentures on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for two-thirds of the Interest then due (equal to redeem or repay any Note prior 5% per annum); and (ii) Freely Tradeable Shares for one-third of the Interest then due (equal to 2.5% per annum). The Shares to be issued in satisfaction of the Corporation’s Interest Obligation on the Debentures shall be issued at a price equal to the Maturity Date without any premiumCurrent Market Price. If the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares is to occur, penaltyor the Shares are not listed on the TSX or the TSX-V on the applicable Interest Payment Date, bonus the Corporation shall satisfy its entire Interest Obligation in cash. Interest hereon that is to be paid in cash shall be payable by wire, cheque, electronic transfer of funds or such other paymentmeans as may be agreed to by the Trustee, to the registered holder hereof and, subject to the provisions of the Indenture. This Note Debenture is one of the 9.875% Notes Debentures of the Corporation issued or issuable under the provisions of the Indenture. The authorized principal amount of the Debentures is limited to an aggregate principal amount of $60,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or Debentures are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination this Debenture may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything The Corporation will pay to the contrary Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture. The whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this NoteDebenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the earlier of the Maturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption of this Debenture, into Freely Tradeable Shares (subject to Section 5.1 of the Indenture) (without adjustment to the extent required Conversion Price for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a conversion price of $2.3261 per Share (the “Conversion Price”), being a rate of 430 Shares for each $1,000 principal amount of Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by applicable law (as a cash payment equal to the Current Market Price of such fractional interest or determined in all respects accordance with the Indenture. The Debentures shall be redeemable by the CompanyCorporation in accordance with the terms of Article 4 of the Indenture, provided that the Debentures will not be redeemable on or prior to June 10, 2019, except in the event of the satisfaction of certain conditions after a Change of Control. From June 10, 2019 and prior to the Maturity Date, the Debentures shall be redeemable, in whole at any time, or in part from time to time, at the option of the Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date, provided that the Current Market Price on the date immediately prior to the date the Redemption Notice is given exceeds 130% of the Conversion Price and the Corporation shall have provided to the Trustee an Officer’s Certificate confirming such Current Market Price. The Redemption Price for this Debenture will be a price equal to its principal amount plus accrued and unpaid interest. Upon the occurrence of a Change of Control, the Corporation has the right (but not the obligation) to redeem, on the terms and conditions set out in the Indenture, all (and not less than all) of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to June 10, 2019, 130% of the principal amount thereof and (B) if the Change of Control occurred after June 10, 2019, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date. Upon completion of a Change of Control and a Change of Management, but without any requirement that such Change of Control and such Change of Management occur contemporaneously, the holder of this Debenture has the right to require the Corporation to purchase, on the terms and conditions set out in the Indenture, all or any part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to June 10, 2019, 130% of the principal amount thereof and (B) if the Change of Control occurred after June 10, 2019, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the Put Date, provided that the Corporation has decided to not exercise the Change of Control Redemption Right. From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the terms on conditions set out in the Indenture, the Corporation shall have a right to require the holder of this Debenture to convert the whole or any part of this Debenture into Shares at the Conversion Price. Subject to the restrictions on transfer set forth in the Indenture, if an Offer for all of the outstanding Debentures is made and, subject to the terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures representing at least 90% of the outstanding principal amount of the Debentures (other than Debentures held by or on behalf of the Offeror or an Affiliate or Associate of the Offeror), payments under this Note and the Offeror is bound to take up and pay for, or has taken up and paid for the Debentures of the Debentureholders who accepted the Offer, the Offeror will be subject entitled to withholding on account of any present or future taxacquire, dutyfor the same consideration per Debenture payable under the Offer, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid the Debentures held by Debentureholders who did not accept the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteOffer. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, Debenture is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in Section 2.3(o) of the Indenture, the Indenture does not be registered under limit the United States Securities Act of 1933, as amended (Corporation from incurring additional indebtedness that ranks senior to the “U.S. Securities Act”)Debentures, or from mortgaging, pledging or charging the securities laws of Corporation’s properties to secure any state of the United Statesindebtedness. The Notes principal hereof may only become or be offered declared due and sold pursuant to an exemption from payable before the registration requirements of stated maturity in the U.S. Securities Act or pursuant to an available exemption from such registration requirementsevents, in the manner, with the effect and at the times provided in the Indenture. The Indenture contains provisions making binding upon all holders of Notes Debentureholders outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on Further, in certain cases, the part of holders of shares not less than a majority in principal amount of the Corporation Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Noteconditions as such holders shall prescribe. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryVancouver, Alberta British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Note and the Indenture, the terms of the Indenture shall governprevail and take priority.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31July 19, 2020 2012, irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ Xxxxxxx (signed) Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Chief Executive Officer By: (signed) Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Executive Chairman Corporate Trust Officer By: (signed) Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust Officer No. ● US$● COLUMBIA CARE • ISIN • ] XXXXXXXX LAKE GOLD INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31July 19, 2020 2012 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , • as the registered holder hereof on March June 30, 2024 2017 (the “Maturity Date”) or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars • (US$●$• ) in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverXxxxxxx, British Columbia Xxxxxxx, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8756% per annum, in like money, calculated and payable semi-annually money in arrears in semiannual instalments (less any tax required by law to be withheld) on March June 30 and December 31 and September 30 in each year commencing year, except that the first payment will be made on September 30December 31, 20202012 and will include accrued and unpaid interest for the period from and including July 19, 2012 to but excluding December 31, 2012 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to shall fall due on the Maturity Date June 30, 2017, and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes Interest hereon shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior by electronic funds transfer to the Maturity Date without registered holder hereof and, subject to the provisions of the Indenture, the making of such transfer of funds shall, to the extent of the sum represented thereby (plus the amount of any premiumtax withheld), penalty, bonus or other paymentsatisfy and discharge all liability for interest on this Initial Debenture. This Note Initial Debenture is one of the 9.875% Notes of the Corporation Debentures issued or issuable in one or more series under the provisions of the Indenture. The authorized principal amount of the Initial Debentures is limited to an aggregate principal amount of $57,500,000 in lawful money of Canada and the authorized principal amount of Additional Debentures which may be issued under the Indenture is unlimited. Reference is hereby expressly made to the Indenture for of a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Initial Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Initial Debentures in any other authorized denomination or denominations. Notwithstanding anything The whole, or if this Initial Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this Initial Debenture is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in the City of Toronto, at any time but not after 5:00 p.m. (Toronto time) on the earlier of the last Business Day immediately preceding the Maturity Date and the last Business Day immediately preceding the date specified for redemption of this Initial Debenture, into Freely Tradeable Shares at a conversion price of $15.00 (the “Conversion Price”) per Share, being a rate of approximately 66.6667 Shares for each $1,000 principal amount of Initial Debentures, all subject to the contrary terms and conditions and in this Notethe manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the extent required by applicable law (as Current Market Price of such fractional interest determined in all respects by accordance with the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts Indenture. Holders converting their Initial Debentures shall be paid by the Company entitled to receive, in addition to the registered holder applicable number of Freely Tradeable Shares, accrued and unpaid interest in respect of any such withheld amountsDebentures as provided in the Indenture. No Fully Registered Debentures may be converted during the period from the close of business on the Record Date preceding the Interest Payment Date (being June 15 and December 15 in each year) to and including such Interest Payment Date, commencing December 31, 2012, as the registers of the Trustee will be closed during such periods. The registered Initial Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture at the redemption price therein set out. This Initial Debenture is not redeemable before June 30, 2014, except in the event of the satisfaction of certain conditions after a Change of Control has occurred. On and after June 30, 2014 and prior to the Maturity Date, this Initial Debenture is redeemable at the option of the Corporation provided that the Corporation files with the Trustee on the day that notice of redemption of this Initial Debenture is first given an Officer’s Certificate of the Corporation certifying that the volume weighted average trading price per Share on the Toronto Stock Exchange (or elsewhere in accordance with the Indenture) for the 20 consecutive trading days ending on the fifth trading day immediately preceding the date on which such notice is given, is at least 130% of the Conversion Price then in effect. Upon the occurrence of a Change of Control, each holder hereby acknowledges and accepts that of Initial Debentures may (i) require (the registered holder is not relying “Put Right”) the Corporation to purchase on the Company date (the “Put Date”) that is 30 days following the giving of notice by the Trustee of the Change of Control the whole or any representative part of such holder’s Initial Debentures at a price equal to 100% of the Companyprincipal amount of such Initial Debentures plus accrued and unpaid interest up to, but excluding, the Put Date or (ii) for to convert (the “Change of Control Conversion Right”) all or any tax advice relating part of such holder’s Initial Debentures at the Change of Control Conversion Price. If 90% or more of the principal amount of all Initial Debentures outstanding on the date the Corporation provides notice of a Change of Control to the acquisitionTrustee have been tendered for purchase pursuant to the Put Right or conversion pursuant to the Change of Control Conversion Right, ownership the Corporation has the right (but not the obligation) to purchase all the remaining outstanding Initial Debentures on the Put Date at the same price and in the same form as the Initial Debentures purchased pursuant to the Put Right. As more specifically provided in the Indenture, if a takeover bid for Initial Debentures, within the meaning of the Securities Act (Ontario) is made and 90% of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the takeover bid by or disposition on behalf of this Notethe Offeror, includingAssociates or Affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, without limitationthe Offeror will be entitled to acquire the Initial Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Initial Debentures. The Corporation may, on notice as provided in any jurisdiction in which the registered holder may be Indenture, at its option (subject to any taxesapplicable regulatory approval and as provided in the Indenture), (ii) payments under elect to satisfy the obligation to repay the principal amount of this Note may be subject to withholding Initial Debenture on the Maturity Date or on redemption by the Company, (iii) issue of that number of Freely Tradeable Shares obtained by dividing the Company has not guaranteed to the registered older a net rate principal amount of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability Initial Debenture by 95% of the Company Current Market Price on the Maturity Date or the date fixed for any pastredemption, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Notethe case may be. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been , and will not be registered under is subordinated in right of payment, to the United States Securities Act extent and in the manner provided in the Indenture, to the prior payment of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state all Senior Indebtedness and indebtedness to trade creditors of the United StatesCorporation, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed. This Initial Debenture is subordinate to claims or creditors of the Corporation’s Subsidiaries, if any, except to the extent the Corporation is a creditor of such Subsidiaries ranking at least pari passu with such other creditors. The Notes principal hereof may only become or be offered declared due and sold pursuant to an exemption from payable before the registration requirements of stated maturity in the U.S. Securities Act or pursuant to an available exemption from such registration requirementsevents, in the manner, with the effect and at the times provided in the Indenture. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder hereunder (or in certain circumstances, specific series of Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingDebentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryToronto, Alberta Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the Trustee upon surrender of this Initial Debenture for cancellation by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellationprescribe. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereofherefor. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. The Indenture is and this Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of this Note and the Indenture, the terms of the Indenture shall governprevail and take priority.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 14, 2020 2021 irrespective of the actual date of execution hereof. ​ ​ ​ ​ ​ The parties have executed this IndentureAgreement. ​ ​ ​ ​ ​ By: /s/ Xxxxxxx Xxxxxx ​ ​ ​ Name: Xxxxxxx Xxxxxx ​ ​ Title: Executive Chairman ​ ​ ​ ​ ​ By: ​ ​ ​ Name: ​ ​ Title: ​ ​ ​ ​ By: ​ ​ ​ Name: ​ ​ Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust ​ ​ ​ ​ ​ No. ● US$$● COLUMBIA CARE INC. ​ The Limestone Boat Company Limited (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31May 14, 2020 2021 between the Corporation and ODYSSEY TRUST COMPANY TSX Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30May 14, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● • Dollars (US$●$•) in lawful money of the United States Canada on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverToronto, British Columbia Ontario in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.87510.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears in equal (with ​ ​ ​ ​ ​ the exception of the first interest payment which will include interest from May 14, 2021 as set forth below) annual instalments (less any tax required by law to be deducted) on March December 31 and September 30 in each year commencing on September 30December 31, 2020, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366May 14, as applicable) and 2021 to December 31, 2021, which will be payable in equal semi-annual amounts; provided that to $37.22 for any Interest Period (as defined in each $1,000 principal amount of the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other paymentInitial Debentures. This Note Initial Debenture is one of the 9.87510.0% Notes Subordinated Unsecured Convertible Debentures (referred to herein as the “Initial Debentures”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $17,000,000 in lawful money of Canada, in connection with the non- brokered private placement of the Initial Debentures. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or Initial Debentures are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being $1,000 or an integral multiple thereof, of the principal of this Initial Debenture, provided that the principal amount of this Initial Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Initial Debenture at the principal office of the Trustee in Xxxxxxx, Xxxxxxx, at any time prior to the contrary in this Noteclose of business on the fifth Business Day immediately preceding the Maturity Date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $0.36 (the “Conversion Price”) per Common Share, being a rate of approximately 2,777 Common Shares for each $1,000 principal amount of Initial Debentures, all subject to the extent required by applicable law (terms and conditions and in the manner set forth in the Indenture. No Initial Debentures may be converted during the five Business Days preceding December 31 in each year, commencing December 31, 2021, as determined in all respects by the Company), payments under this Note registers of the Trustee will be subject to withholding closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such paymentsconversion, and no additional amounts shall any Common Shares so issuable will be paid by the Company rounded down to the registered holder nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amounts. The registered Debentures will be for the account of the holder hereby acknowledges and accepts that (i) of record of such Debentures at the registered holder is not relying close of business on the Company relevant record date. Subject to the provisions in the Indenture and without further action on the part of the Debentureholder, if at any time beginning September 14 and prior to the Maturity Date, the volume weighted average price of the Common Shares on the Canadian Securities Exchange (or any representative such other recognized stock exchange on which the Common Shares are listed for trading) for 20 consecutive trading days equals or exceeds $0.50, as adjusted in accordance with the Indenture, the Corporation may deliver a written notice to the Debentureholder to cause the Debentureholder to convert all but not less than the principal amount of the Company) for Debentures and all accrued and unpaid interest (less any tax advice relating required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the acquisition, ownership principal amount of the Debentures ​ ​ ​ plus all accrued and unpaid interest (less any tax required by law to be deducted or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (iiwithheld) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate date of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Noteforced conversion. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified Authenticated and delivered under the Indenture, is a direct secured unsecured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes Initial Debentures outstanding thereunder (or in certain circumstances specific series of Initial Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstandingInitial Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may be signed by the manual or electronic signature of an authorized officer of the Corporation and if signed electronically shall be binding on the Corporation as if it had been manually signed. Electronic signature means any electronic process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of this Initial Debenture by electronic transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Initial Debenture. This Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of on the registers register(s) to be kept at the principal office of the Trustee in the City of Calgary, Alberta Toronto and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified Authenticated by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31November 3rd, 2020 2022 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. GAMELANCER MEDIA CORP. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ “Xxx Xxxxxx Xxxxx” (signed) Name: Xxx Xxxxxx Xxxxx Title: VPChairman and Chief Executive Officer By: “Xxxxx Xxxxxxx” (signed) Name: Xxxxx Xxxxxxx Title: Manager, Corporate Trust By: /s/ Xxx Xxxxxxx “Xxxx Xx” (signed) Name: Xxx Xxxxxxx Xxxx Xx Title: DirectorManager, Administration Corporate Trust No. ● US$● COLUMBIA CARE INC. Schedule A – Form of Debenture‌‌ *** SECURED DEBENTURE DUE NOVEMBER 3rd, 2027 Gamelancer Media Corp. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31November 3rd, 2020 2022 between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “Trustee”), promises to pay to , the registered holder hereof on March 30November 3rd, 2024 2027 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States Canada on presentation and surrender of this Note Debenture at the main branch of the Trustee in Vancouver, British Columbia or Toronto, Ontario in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof from, and including, the date hereof (i) from and including with the date hereofexception of the Deferred Interest Amount), or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the is later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% twelve percent (12%) per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears on in equal, as set forth below, and quarterly instalments (less any tax required by law to be deducted) on, December 31, March 31 31, June 30 and September 30 in each year commencing on September 30, 2020, the First Interest Payment Date and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same dates. The Notes shall bear For certainty, the first interest payment will include interest accrued from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) day that is shorter than a full semi-annual interest period, interest shall be calculated on eighteen months from the basis issuance of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior Debenture to the Maturity Date without any premium, penalty, bonus or other paymentend of the applicable quarter in which such interest is due. This Note Debenture is one of the 9.875% Notes secured Debentures (referred to herein as the “Debentures”) of the Corporation issued issuable under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything to If an Offer is made for the contrary Debentures in this Noteconnection with a Change of Control and 90% or more of the principal amount of all the Debentures (other than Debentures held at the date of the offer by or on behalf of the Offeror, to associates or affiliates of the extent required by applicable law (as determined Offeror or anyone acting jointly or in all respects concert with the Offeror) are taken up and paid for by the Company)Offeror, payments under this Note the Offeror will be subject entitled to withholding on account acquire the Debentures of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by those holders who did not accept the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying offer on the Company (or any representative same terms as the Offeror acquired the first 90% of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any principal amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirementsDebentures. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May 23, 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ (signed) Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer By: (signed) Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Executive Chairman Authorized Signing Officer By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx (signed) Xxxx Xxxxxxx Name: Xxx Xxxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE Authorized Signing Officer By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer By: (signed) Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signing Officer By: (signed) Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director CANSORTIUM INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Debenture Indenture (the “Indenture”) dated as of March 31May 23, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY CAPITAL TRANSFER AGENCY, ULC (the “Trustee”), promises to pay to , the registered holder hereof on March 30May 23, 2024 2021 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note Debenture at the main branch of the Trustee in VancouverToronto, British Columbia Ontario in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay . The Debentures shall bear interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, of issue at the rate of 9.87512% per annumannum (based on a year of 360 days composed of twelve 30-day months). Interest will be paid as to (i) 6.0% in cash, in like money, calculated accruing daily and due and payable semi-annually quarterly (the “Cash Interest”) and (ii) as to 6% in cash, accruing daily as simple interest and due and payable on the Maturity Date (the “Deferred Interest”) provided that such Deferred Interest shall be automatically converted at the Conversion Price on the date of conversion of the applicable Debenture. The Cash Interest will be payable in arrears on March 31 and September 30 in each year commencing on June 30, September 30, 2020December 31 and March 31 of each year and on the Maturity Date (each, an “Interest Payment Date”). The first such payment shall fall due on June 30, 2019 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date andDate. Interest shall be payable after as well as before maturity and after as well as before default, should with interest on amounts in default at the Corporation at same rate, compounded monthly. For certainty, the first interest payment will include interest accrued from and including the date of closing of the Offering to, but excluding June 30, 2019, which will be equal to US$6.33 for each US$1,000 principal amount of Debentures. Any payment required to be made on any time make default in day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and Debentures will be payable in equal semi-annual amounts; provided that for any date which is five Business Days prior to each Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that periodPayment Date. The Corporation shall not have the right to redeem or repay any Note Debenture prior to the Maturity Date without any premium, penalty, bonus or other paymentDate. This Note Debenture is one of the 9.87512% Notes Senior Secured Convertible Debentures of the Corporation issued under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of US$28,750,000, in connection with the private placement of Units (amount includes the 15% over-allotment option granted to the Agents pursuant to the Agency Agreement). Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Debentures are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Any part, being US$1,000 or an integral multiple thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of US$1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Xxxxxxx, Xxxxxxx, at any time prior to the contrary in close of business on the Business Day preceding the Maturity Date or, if this NoteDebenture is called for redemption on or prior to such date, then, to the extent required by applicable law so called for redemption, up to but not after the close of business on the last Business Day (as determined defined in the Indenture) immediately preceding the date specified for redemption of this Debenture or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “Common Shares”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of US$2.10 (the “Conversion Price”) per Common Share, being a rate of approximately 476 Common Shares for each US$1,000 principal amount of Debentures, all respects by subject to the Company)terms and conditions and in the manner set forth in the Indenture. No Debentures may be converted during the five Business Days preceding each Interest Payment Date, payments under this Note as the registers of the Trustee will be subject to withholding closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such paymentsconversion, and no additional amounts shall any Common Shares so issuable will be paid by the Company rounded down to the registered holder nearest whole number. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such withheld amountsDebentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date. The registered holder hereby acknowledges and accepts that Upon the occurrence of a Change of Control, the holders of the Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the registered holder is not relying on Debentures (the Company (or any representative “Change of Control Purchase Option”) at 101% of the Companyprincipal amount thereof plus unpaid interest to (but excluding) for any tax advice relating to the acquisition, ownership date the Debentures are so repurchased; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by convert the Company, (iii) Debentures at the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this NoteConversion Price. The indebtedness evidenced by this NoteDebenture, and by all other Notes Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes Debentures and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes Debentures and Common Shares may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes Debentures outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Note Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation Obligors in respect of any obligation or claim arising out of the Indenture or this NoteDebenture. This Note Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of CalgaryToronto, Alberta Ontario and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Debenture for cancellation. Thereupon a new Note Debenture or Notes Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31February 24, 2020 2023 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: Chief Financial Officer By: /s/ Xxx Xxxxxx Xxxxxxxx Xxxxxxxxx Name: Xxx Xxxxxx Xxxxxxxx Xxxxxxxxx Title: VP, Corporate Trust Officer By: /s/ Xxx Xxxxxxx Xxxxxx Xxxxxxxx Name: Xxx Xxxxxxx Xxxxxx Xxxxxxxx Title: Director, Corporate Trust Officer No. ● Principal Amount US$● COLUMBIA CARE STARFIGHTERS SPACE, INC. (the “"Corporation”") for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture debenture indenture (the “"Indenture”") dated as of March 31February 24, 2020 2023, between the Corporation and ODYSSEY TRUST COMPANY Computershare Trust Company of Canada (the “"Trustee”"), promises to pay to , the registered holder hereof on March 30February 24, 2024 2025 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “"Maturity Date”") the principal sum of ● Dollars (US$●) amount hereof in lawful money of the United States of America on presentation and surrender of this Note Initial Debenture at the main branch of the Trustee in VancouverCalgary, British Columbia Alberta, in accordance with the terms of the Indenture, Indenture and, subject as hereinafter provided, to pay interest on the Principal Amount principal amount hereof (i) from from, and including including, the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.8755.0% per annumannum (based on a year of 360 days comprised of twelve 30-day months), in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment equal (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Dateless any tax required by law to be deducted or withheld) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal principal, premium, if any, or interest, to pay interest (less any tax required by law to be deducted or withheld) on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notessame rate, in like money and on the same datesdate. The Notes shall bear interest from the date Any such rights to payment of issue at the rate of 9.875% per annum (based on a year of 365 days any principal or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior subject to the Maturity Date without any premium, penalty, bonus or other paymentconversion provisions attached to this Initial Debenture. This Note Initial Debenture is one of the 9.8755.0% Notes Secured Convertible Debentures (referred to herein as the "Initial Debentures") of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Initial Debentures authorized for issue immediately are limited to an aggregate principal amount of $8,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes Initial Debentures are or are to be issued and held and the rights and remedies of the holders of the Notes Initial Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note Initial Debenture by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes Initial Debentures are issuable only in denominations of US$1,000 $100 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes Debentures of any denomination may be exchanged for an equal aggregate principal amount of Notes Debentures in any other authorized denomination or denominations. Notwithstanding anything Subject to the contrary provisions in this Notethe Indenture and without further action on the part of the Registered Holder, if after February 24, 2023, and prior to the extent Maturity Date, the Corporation completes a listing of its Common Shaes on a Recognized Stock Exchange, the principal amount of the Initial Debentures and all accrued and unpaid interest thereon (less any tax required by applicable law to be deducted or withheld) to the Forced Conversion Date (as defined herein) will automatically convert into Common Shares at the Conversion Price upon delivering a written notice (the "Forced Conversion Notice") to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release. The effective date for the forced conversion (the "Forced Conversion Date") shall be the date the Common Shares are listed on such Recognized Stock Exchange, and on such Forced Conversion Date: (i) all of the principal amount of this Debenture and all accrued and unpaid interest thereon (less any Tax which the Corporation is required by law to deduct or withhold) shall be deemed to be converted into Common Shares at the then-applicable Conversion Price; and (ii) the registered holder hereof shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which this Initial Debenture is convertible. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in all respects by accordance with the Company), payments under this Note will be subject Indenture. Not less than 30 days prior to withholding on account of the consummation of: (i) any present or future tax, duty, assessment or governmental charge imposed upon or event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such paymentssale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a "Change of Control"), the Corporation shall notify the holders of the Initial Debentures of the Change of Control, and no additional amounts shall be paid by the Company holders of the Initial Debentures shall, in their sole discretion, have the right to require the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that Corporation to, either: (i) purchase the registered holder is not relying on the Company (or any representative Debentures at 100% of the Company) for any tax advice relating principal amount thereof plus unpaid interest to the acquisition, ownership Maturity Date; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject convert the Debentures at the price per Common Share paid for the Common Shares being acquired as part of the Change of Control (the "Change of Control Offer"). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to withholding the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Initial Debentures on the same date and at the same price. If a bona fide offer is made for the Initial Debentures and 90% or more of the principal amount of all the Initial Debentures (other than Initial Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror) are taken up and paid for by the CompanyOfferor, (iii) the Company has Offeror will be entitled to acquire the Initial Debentures of those holders who did not guaranteed to accept the registered older a net rate of return to offer on the registered older after same terms as the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up Offeror acquired the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability first 90% of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result principal amount of any amount paid or payable to such registered holder under this Notethe Initial Debentures. The indebtedness evidenced by this NoteInitial Debenture, and by all other Notes Initial Debentures now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes Initial Debentures and the Common Shares issuable upon conversion ("Underlying Securities") hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act”"), or the securities laws of any state of the United States. The Notes Initial Debentures may only not be offered and sold pursuant to converted absent an exemption from the registration requirements of the U.S. Securities Act or and applicable state securities laws. In addition, the Initial Debentures and Common Shares may only be offered and sold to pursuant to and in compliance with (i) an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, or (ii) a safe harbor from such registration requirementsrequirements provided by Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act. To the extent any Debentures or Underlying Securities are transferred, and except as may otherwise be confirmed by a legal opinion of counsel of recognized standing in form and substance reasonably acceptable to the Corporation, such securities will remain "restricted securities" and will continue to be endorsed with the U.S. Legends required by the Indenture. As the Corporation is a "domestic issuer" within the meaning ascribed to such term in Rule 405 under the U.S. Securities Act and Rule 902(e) of Regulation S, any of such securities sold outside the United States in accordance with Rule 903 or Rule 904 of Regulation will continue to be "restricted securities" under Rule 905 of Regulation S. "U.S. person" and "United States" are as defined in Regulation S under the U.S. Securities Act. The Indenture contains provisions making binding upon whereby all holders of Notes outstanding thereunder Debentures (or in certain circumstances, specific series of Debentures) will be bound by resolutions passed at meetings of such holders held in accordance with such provisions provisions, and instruments signed by the holders of a specified majority of Notes outstandingoutstanding Debentures (or specific series), which resolutions or instruments may have the effect of amending the terms of this Note Initial Debenture or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this NoteInitial Debenture. This Note Initial Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta Calgary and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note Initial Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note Initial Debenture for cancellation. Thereupon a new Note Initial Debenture or Notes Initial Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note Initial Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note Initial Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note Initial Debenture and the Indenture, the terms of the Indenture shall govern.

Formal Date. For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31May __ , 2020 2019 irrespective of the actual date of execution hereof. The parties have executed this IndentureAgreement. By: /s/ Xxxxxxx Xxxxxx [***] Name: Xxxxxxx Xxxxxx [***] Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: [***] By: /s/ Xxx Xxxxxx [***] Name: Xxx Xxxxxx [***] Title: VP, Corporate Trust [***] By: /s/ Xxx Xxxxxxx [***] Name: Xxx Xxxxxxx [***] Title: Director, Corporate Trust [***] By: /s/ [***] Name: [***] Title: [***] No. ● US$● COLUMBIA CARE INC. • $• DUE MAY , 2024 Sundial Growers Inc. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31May_____, 2020 2019 between the Corporation and ODYSSEY TRUST COMPANY Odyssey Trust Company (the “Trustee”), promises to pay to , the registered holder hereof on March 30the date that is five years from the date hereof, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum amount hereof, to be satisfied, at the Corporation’s option, by either: (i) the issuance of ● Dollars the common shares of the Corporation (US$●“Common Shares”) at the Current Market Price (as defined in the Indenture); or (ii) cash in lawful money of the United States Canada, on presentation and surrender of this Note at the main branch of the Trustee in VancouverCalgary, British Columbia Alberta in accordance with the terms of the Indenture, andtogether with any interest accrued thereon from, subject as hereinafter providedand including, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.8758% per annum (based on a year of 365 360 days or 366comprised of twelve 30-day months) compounded monthly, as applicable) and will be payable in equal semipro-annual amounts; provided that rated for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest periodpartial year, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to until but excluding the Maturity Date without any premium, penalty, bonus or other paymentDate. This Note is one of the 9.8758% Senior Unsecured Convertible Notes (referred to herein as the “Notes”) of the Corporation issued or issuable under the provisions of the Indenture. The Notes authorized for issue immediately are limited to an aggregate principal amount of $110,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything Upon the occurrence of an IPO, the holder of this Note shall have a one-time right to elect to convert the contrary in entire principal of this Note, together with interest accrued thereon, within ten (10) calendar days of having received an IPO Notice (as defined in the Indenture) (the “IPO Time of Expiry”), into Common Shares at the applicable IPO Conversion Price (as defined in the Indenture) per Common Share, all subject to the extent required by terms and conditions and in the manner set forth in the Indenture. No fractional Common Shares will be issued on any conversion, and any Common Shares so issuable will be rounded down to the nearest whole number. Holders converting their Notes will receive accrued and unpaid interest thereon as set forth in the Indenture. Upon the second anniversary of the date hereof, the holder of this Note shall have a one-time right to elect to convert the entire principal of this Note, together with interest accrued thereon, through delivery of written notice within ten (10) calendar days of such second anniversary date (the “Anniversary Time of Expiry”), into Common Shares at the applicable law Anniversary Conversion Price (as determined defined in the Indenture) per Common Share, all respects by subject to the Company), payments under this Note terms and conditions and in the manner set forth in the Indenture. No fractional Common Shares will be subject to withholding issued on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such paymentsconversion, and no additional amounts any Common Shares so issuable will be rounded down to the nearest whole number. Holders converting their Notes will receive accrued and unpaid interest thereon as set forth in the Indenture. Upon the occurrence of a Liquidity Event, the Corporation shall be paid by required to make an offer to purchase the Company to Notes (the registered holder in respect “Liquidity Event Purchase Option”) at 120% of any such withheld amountsthe principal amount thereof plus unpaid interest to, but excluding, the date the Notes are so repurchased. The registered holder hereby acknowledges and accepts that Notes are redeemable, at the Corporation’s option, in whole or in part, at any time on or after the earlier of: (i) the registered holder is not relying on the Company (or any representative completion of the Company) for any tax advice relating an IPO, subject to the acquisition, ownership conversion rights described in the Indenture; or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be the Corporation having offered the Liquidity Event Purchase Option to the holders of Notes and less than all of the holders of Notes elect to exercise the Liquidity Event Purchase Option, on any date after the IPO Date or the date on which the Corporation offers the Liquidity Event Purchase Option to the holders of Notes and prior to the Maturity Date (the “Optional Redemption Date”) at a redemption price (the “Optional Redemption Price”) equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest thereon, if any, to the Optional Redemption Date. If an IPO has occurred on or prior to the Optional Redemption Date, then, subject to withholding the conversion rights described in the Indenture, the Corporation may, at its option, satisfy the Optional Redemption Price by the Company, (iii) issuance of Common Shares at the Company Current Market Price. If an IPO has not guaranteed occurred on or prior to the registered older Optional Redemption Date and the Optional Redemption Date is at least 24 months after the Issuance Date, then the holder may, at its option by the delivery of a net rate notice of return conversion at least ten (10) calendar days prior to the registered older after Optional Redemption Date, require the imposition Corporation to satisfy the Optional Redemption Price through the issuance of any present or future tax, duty, assessment or governmental charge imposed upon or as Common Shares at a result of any payments under this Note and will not gross up the interest rate or make any additional payments deemed price per Common Share equal to the holder on account greater of any such tax, duty or charge, or otherwisethe price per Common Share of the last (i) offering of Common Shares made by the Corporation to arm’s length investors for cash proceeds of at least $5,000,000, and (ivii) exercise of Common Share purchase warrants by an arm’s length party for cash proceeds of at least $5,000,000, in each case which shall have occurred most recently prior to the Company may set off Optional Redemption Date. If an offer is made for the Notes which is a take-over bid for the Notes within the meaning of applicable Canadian securities laws and apply any amount otherwise payable to a registered holder under this Note to any liability 90% or more of the Company principal amount of all the Notes (other than Notes held at the date of the offer by or on behalf of the Offeror, associates or Affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for any pastby the Offeror, present or future tax, duty, assessment or governmental charge imposed upon or the Offeror will be entitled to acquire the Notes of those holders who did not accept the offer on the same terms as a result the Offeror acquired the first 90% of any the principal amount paid or payable to such registered holder under this Noteof the Notes. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured direct, senior unsecured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.