Common use of RIGHTS OF THE CORPORATION AND COVENANTS Clause in Contracts

RIGHTS OF THE CORPORATION AND COVENANTS. 17 5.1 Optional Purchases by the Corporation 17 5.2 General Covenants 18 5.3 Subscription Receipt Agent’s Remuneration, Expenses and Indemnification 18 5.4 Performance of Covenants by Subscription Receipt Agent 19 5.5 Accounting 19 5.6 Payments by Subscription Receipt Agent 19 5.7 Regulatory Matters 19 ARTICLE 6 ENFORCEMENT 19 6.1 Suits by Receiptholders 19 6.2 Immunity of Shareholders, etc. 20 6.3 Limitation of Liability 20 ARTICLE 7 MEETINGS OF RECEIPTHOLDERS 20 7.1 Right to Convene Meetings 20 7.2 Notice 20 7.3 Chairman 21 7.4 Quorum 21 7.5 Power to Adjourn 21 7.6 Show of Hands 21 7.7 Poll and Voting 21 7.8 Regulations 22 7.9 Corporation and Subscription Receipt Agent may be Represented 22 7.10 Powers Exercisable by Extraordinary Resolution 22 7.11 Meaning of Extraordinary Resolution 23 7.12 Powers Cumulative 24 7.13 Minutes 24 7.14 Instruments in Writing 25 7.15 Binding Effect of Resolutions 25 7.16 Holdings by Corporation Disregarded 25 ARTICLE 8 SUPPLEMENTAL AGREEMENTS 25 8.1 Provision for Supplemental Agreements for Certain Purposes 25 ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT AGENT 26 9.1 Rights and Duties of Subscription Receipt Agent 26 9.2 Evidence, Experts and Advisers 28 9.3 Documents, Monies, etc. Held by Subscription Receipt Agent 29 9.4 Actions by Subscription Receipt Agent to Protect Interest 29 9.5 Subscription Receipt Agent not Required to Give Security 29 9.6 Protection of Subscription Receipt Agent 29 9.7 Replacement of Subscription Receipt Agent; Successor by Merger 31 9.8 Conflict of Interest 32 9.9 Acceptance of Appointment 32 9.10 Subscription Receipt Agent Not to be Appointed Receiver 32 9.11 Anti-Money Laundering and Anti-Terrorist Legislation 32 9.12 Privacy Laws 32 9.13 Force Majeure 33

RIGHTS OF THE CORPORATION AND COVENANTS. 17 5.1 Optional Purchases by the Corporation 17 5.2 Corporation. 28 General Covenants 18 5.3 Subscription Receipt Covenants. 29 Warrant Agent’s Remuneration, Expenses Remuneration and Indemnification 18 5.4 Expenses. 30 Performance of Covenants by Subscription Receipt Agent 19 5.5 Accounting 19 5.6 Payments by Subscription Receipt Agent 19 5.7 Regulatory Matters 19 ARTICLE 6 Warrant Agent. 30 Enforceability of Warrants. 30 ENFORCEMENT 19 6.1 Suits by Receiptholders 19 6.2 Registered Warrantholders. 31 Suits by the Corporation 31 Immunity of Shareholders, etc. 20 6.3 Limitation 31 Waiver of Liability 20 ARTICLE 7 Default. 31 MEETINGS OF RECEIPTHOLDERS 20 7.1 REGISTERED WARRANTHOLDERS Right to Convene Meetings 20 7.2 Meetings. 32 Notice 20 7.3 Chairman 21 7.4 Quorum 21 7.5 32 Chairman. 32 Quorum. 32 Power to Adjourn 21 7.6 Adjourn. 33 Show of Hands 21 7.7 Hands. 33 Poll and Voting 21 7.8 Regulations 22 7.9 Voting. 33 Regulations. 33 Corporation and Subscription Receipt Warrant Agent may May be Represented 22 7.10 Represented. 34 Powers Exercisable by Extraordinary Resolution 22 7.11 Resolution. 34 Meaning of Extraordinary Resolution 23 7.12 Resolution. 35 Powers Cumulative 24 7.13 Minutes 24 7.14 Cumulative. 35 Minutes. 36 Instruments in Writing 25 7.15 Writing. 36 Binding Effect of Resolutions 25 7.16 Resolutions. 36 Holdings by Corporation Disregarded 25 ARTICLE 8 Disregarded. 36 SUPPLEMENTAL AGREEMENTS 25 8.1 INDENTURES Provision for Supplemental Agreements Indentures for Certain Purposes 25 ARTICLE 9 Purposes. 36 Successor Entities. 37 CONCERNING THE SUBSCRIPTION RECEIPT WARRANT AGENT 26 9.1 Trust Indenture Legislation. 38 Rights and Duties of Subscription Receipt Agent 26 9.2 Warrant Agent. 38 Evidence, Experts and Advisers 28 9.3 Advisers. 39 Documents, Monies, etc. Held by Subscription Receipt Agent 29 9.4 Warrant Agent. 39 Actions by Subscription Receipt Warrant Agent to Protect Interest 29 9.5 Subscription Receipt Interest. 40 Warrant Agent not Not Required to Give Security 29 9.6 Security. 40 Protection of Subscription Receipt Agent 29 9.7 Warrant Agent. 40 Replacement of Subscription Receipt Warrant Agent; Successor by Merger 31 9.8 Conflict of Interest 32 9.9 Merger. 41 Acceptance of Appointment 32 9.10 Subscription Receipt Agency 42 Warrant Agent Not to be Appointed Receiver 32 9.11 Anti-Money Receiver. 42 Warrant Agent Not Required to Give Notice of Default. 42 Anti‐Money Laundering and Anti-Terrorist Legislation 32 9.12 42 Compliance with Privacy Laws 32 9.13 Force Majeure 33Code. 43 Securities Exchange Commission Certification. 43

RIGHTS OF THE CORPORATION AND COVENANTS. 17 5.1 Optional Purchases by the Corporation 17 5.2 Corporation. 29 General Covenants 18 5.3 Subscription Receipt Covenants. 29 Warrant Agent’s Remuneration, Expenses Remuneration and Indemnification 18 5.4 Expenses. 30 Performance of Covenants by Subscription Receipt Warrant Agent 19 5.5 Accounting 19 5.6 Payments by Subscription Receipt Agent 19 5.7 Regulatory Matters 19 ARTICLE 6 30 Enforceability of Warrants. 31 ENFORCEMENT 19 6.1 Suits by Receiptholders 19 6.2 Registered Warrantholders. 31 Suits by the Corporation. 31 Immunity of Shareholders, etc. 20 6.3 Limitation 31 Waiver of Liability 20 ARTICLE 7 Default. 31 MEETINGS OF RECEIPTHOLDERS 20 7.1 REGISTERED WARRANTHOLDERS Right to Convene Meetings 20 7.2 32 Notice 20 7.3 Chairman 21 7.4 Quorum 21 7.5 32 Chairman. 32 Quorum. 32 Power to Adjourn 21 7.6 Adjourn. 33 Show of Hands 21 7.7 Hands. 33 Poll and Voting 21 7.8 Regulations 22 7.9 Voting. 33 Regulations. 34 Corporation and Subscription Receipt Warrant Agent may May be Represented 22 7.10 Represented. 34 Powers Exercisable by Extraordinary Resolution 22 7.11 Resolution. 34 Meaning of Extraordinary Resolution 23 7.12 Resolution. 35 Powers Cumulative 24 7.13 Minutes 24 7.14 Cumulative. 36 Minutes. 36 Instruments in Writing 25 7.15 Writing. 36 Binding Effect of Resolutions 25 7.16 Resolutions. 36 Holdings by Corporation Disregarded 25 ARTICLE 8 Disregarded. 36 SUPPLEMENTAL AGREEMENTS 25 8.1 INDENTURES Provision for Supplemental Agreements Indentures for Certain Purposes 25 ARTICLE 9 Purposes. 37 Successor Entities. 38 CONCERNING THE SUBSCRIPTION RECEIPT WARRANT AGENT 26 9.1 Trust Indenture Legislation 38 Rights and Duties of Subscription Receipt Warrant Agent 26 9.2 38 Evidence, Experts and Advisers 28 9.3 Advisers. 39 Documents, Monies, etc. Held by Subscription Receipt Warrant Agent 29 9.4 39 Actions by Subscription Receipt Warrant Agent to Protect Interest 29 9.5 Subscription Receipt Interest. 40 Warrant Agent not Not Required to Give Security 29 9.6 Security. 40 Protection of Subscription Receipt Agent 29 9.7 Warrant Agent. 40 Replacement of Subscription Receipt Warrant Agent; Successor by Merger 31 9.8 Conflict of Interest 32 9.9 Xxxxxx. 41 Acceptance of Appointment 32 9.10 Subscription Receipt Agency 42 Warrant Agent Not to be Appointed Receiver 32 9.11 Anti-Money Receiver. 42 Warrant Agent Not Required to Give Notice of Default. 42 Anti‐Money Laundering 42 Compliance with Privacy Code. 43 Securities Exchange Commission Certification. 44 GENERAL Notice to the Corporation and Anti-Terrorist Legislation 32 9.12 Privacy Laws 32 9.13 the Warrant Agent 44 Notice to Registered Warrantholders. 45 Ownership of Warrants. 45 Counterparts 46 Satisfaction and Discharge of Indenture 46 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders. 46 Common Shares or Warrants Owned by the Corporation or its Subsidiaries ‐ Certificate to be Provided. 47 Severability 47 Force Majeure 3347 Assignment, Successors and Assigns 47 Rights of Rescission and Withdrawal for Holders 47 SCHEDULES SCHEDULE “A” FORM OF WARRANT SCHEDULE “B” EXERCISE FORM SCHEDULE “C” FORM OF DECLARATION FOR REMOVAL OF LEGEND - iii - SCHEDULE “D” FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS WARRANT INDENTURE THIS WARRANT INDENTURE is dated as of March 16, 2021. BETWEEN: VIBE GROWTH CORPORATION, a corporation existing under the laws of the Province of British Columbia (the “Corporation”), ‐ AND ‐ ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia (the “Warrant Agent”)

RIGHTS OF THE CORPORATION AND COVENANTS. 17 29 5.1 Optional Purchases by the Corporation 17 29 5.2 General Covenants 18 30 5.3 Subscription Receipt Warrant Agent’s Remuneration, Remuneration and Expenses and Indemnification 18 31 5.4 Performance of Covenants by Subscription Receipt Warrant Agent 19 31 5.5 Accounting 19 5.6 Payments by Subscription Receipt Agent 19 5.7 Regulatory Matters 19 Enforceability of Warrants 31 ARTICLE 6 ENFORCEMENT 19 31 6.1 Suits by Receiptholders 19 Warrantholders 31 6.2 Enforcement by the Corporation 32 6.3 Immunity of Shareholders, etc. 20 6.3 Limitation 32 6.4 Waiver of Liability 20 Default 32 ARTICLE 7 MEETINGS OF RECEIPTHOLDERS 20 WARRANTHOLDERS 33 7.1 Right to Convene Meetings 20 33 7.2 Notice 20 33 7.3 Chairman 21 33 7.4 Quorum 21 33 7.5 Power to Adjourn 21 34 7.6 Show of Hands 21 34 7.7 Poll and Voting 21 34 7.8 Regulations 22 35 7.9 Corporation and Subscription Receipt Warrant Agent may May be Represented 22 35 7.10 Powers Exercisable by Extraordinary Resolution 22 35 7.11 Meaning of Extraordinary Resolution 23 36 7.12 Powers Cumulative 24 37 7.13 Minutes 24 37 7.14 Instruments in Writing 25 37 7.15 Binding Effect of Resolutions 25 38 7.16 Holdings by Corporation Disregarded 25 38 ARTICLE 8 SUPPLEMENTAL AGREEMENTS 25 INDENTURES 38 8.1 Provision for Supplemental Agreements Indentures for Certain Purposes 25 38 8.2 Successor Entities 39 ARTICLE 9 CONCERNING THE SUBSCRIPTION RECEIPT WARRANT AGENT 26 40 9.1 Indenture Legislation 40 9.2 Rights and Duties of Subscription Receipt Warrant Agent 26 9.2 40 9.3 Evidence, Experts and Advisers 28 9.3 Documents, Monies, etc. Held by Subscription Receipt Agent 29 40 9.4 Actions by Subscription Receipt Warrant Agent to Protect Interest 29 42 9.5 Subscription Receipt Warrant Agent not Not Required to Give Security 29 42 9.6 Protection of Subscription Receipt Warrant Agent 29 42 9.7 Replacement of Subscription Receipt Warrant Agent; Successor by Merger 31 43 9.8 Conflict of Interest 32 44 9.9 Acceptance of Appointment 32 Agency 44 9.10 Subscription Receipt Warrant Agent Not to be Appointed Receiver 32 44 9.11 Authorization to Carry on Business 45 9.12 Warrant Agent Not Required to Give Notice of Default 45 9.13 Anti-Money Laundering and Anti-Terrorist Legislation 32 9.12 45 9.14 Compliance with Privacy Laws 32 9.13 Force Majeure 33Code 45

RIGHTS OF THE CORPORATION AND COVENANTS. 17 5.1 Optional Purchases by the Corporation 17 5.2 Corporation. 29 General Covenants 18 5.3 Subscription Receipt Covenants. 29 Warrant Agent’s Remuneration, Expenses Remuneration and Indemnification 18 5.4 Expenses. 30 Performance of Covenants by Subscription Receipt Warrant Agent 19 5.5 Accounting 19 5.6 Payments by Subscription Receipt Agent 19 5.7 Regulatory Matters 19 ARTICLE 6 30 Enforceability of Warrants. 31 ENFORCEMENT 19 6.1 Suits by Receiptholders 19 6.2 Registered Warrantholders. 31 Suits by the Corporation. 31 Immunity of Shareholders, etc. 20 6.3 Limitation 31 Waiver of Liability 20 ARTICLE 7 Default. 31 MEETINGS OF RECEIPTHOLDERS 20 7.1 REGISTERED WARRANTHOLDERS Right to Convene Meetings 20 7.2 32 Notice 20 7.3 Chairman 21 7.4 Quorum 21 7.5 32 Chairman. 32 Quorum. 32 Power to Adjourn 21 7.6 Adjourn. 33 Show of Hands 21 7.7 Hands. 33 Poll and Voting 21 7.8 Regulations 22 7.9 Voting. 33 Regulations. 34 Corporation and Subscription Receipt Warrant Agent may May be Represented 22 7.10 Represented. 34 Powers Exercisable by Extraordinary Resolution 22 7.11 Resolution. 34 Meaning of Extraordinary Resolution 23 7.12 Resolution. 35 Powers Cumulative 24 7.13 Minutes 24 7.14 Cumulative. 36 Minutes. 36 Instruments in Writing 25 7.15 Writing. 36 Binding Effect of Resolutions 25 7.16 Resolutions. 36 Holdings by Corporation Disregarded 25 ARTICLE 8 Disregarded. 36 SUPPLEMENTAL AGREEMENTS 25 8.1 INDENTURES Provision for Supplemental Agreements Indentures for Certain Purposes 25 ARTICLE 9 Purposes. 37 Successor Entities. 38 CONCERNING THE SUBSCRIPTION RECEIPT WARRANT AGENT 26 9.1 Trust Indenture Legislation 38 Rights and Duties of Subscription Receipt Warrant Agent 26 9.2 38 Evidence, Experts and Advisers 28 9.3 Advisers. 39 Documents, Monies, etc. Held by Subscription Receipt Warrant Agent 29 9.4 39 Actions by Subscription Receipt Warrant Agent to Protect Interest 29 9.5 Subscription Receipt Interest. 40 Warrant Agent not Not Required to Give Security 29 9.6 Security. 40 Protection of Subscription Receipt Agent 29 9.7 Warrant Agent. 40 Replacement of Subscription Receipt Warrant Agent; Successor by Merger 31 9.8 Conflict of Interest 32 9.9 Merger. 41 Acceptance of Appointment 32 9.10 Subscription Receipt Agency 42 Warrant Agent Not to be Appointed Receiver 32 9.11 Anti-Money Receiver. 42 Warrant Agent Not Required to Give Notice of Default. 42 Anti‐Money Laundering 42 Compliance with Privacy Code. 43 Securities Exchange Commission Certification. 44 GENERAL Notice to the Corporation and Anti-Terrorist Legislation 32 9.12 Privacy Laws 32 9.13 the Warrant Agent 44 Notice to Registered Warrantholders. 45 Ownership of Warrants. 45 Counterparts 46 Satisfaction and Discharge of Indenture 46 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders. 46 Common Shares or Warrants Owned by the Corporation or its Subsidiaries ‐ Certificate to be Provided. 47 Severability 47 Force Majeure 3347 Assignment, Successors and Assigns 47 Rights of Rescission and Withdrawal for Holders 47 SCHEDULES SCHEDULE “A” FORM OF WARRANT SCHEDULE “B” EXERCISE FORM SCHEDULE “C” FORM OF DECLARATION FOR REMOVAL OF LEGEND - iii - SCHEDULE “D” FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS WARRANT INDENTURE THIS WARRANT INDENTURE is dated as of March 16, 2021. BETWEEN: VIBE GROWTH CORPORATION, a corporation existing under the laws of the Province of British Columbia (the “Corporation”), ‐ AND ‐ ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia (the “Warrant Agent”)