Common use of Successor to Escrow Agent Clause in Contracts

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) Signature of Witness ) ) _ _ __ ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4)

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ (signed) “Xxxxx Xxxxxx” Authorized signatory _ __ (signed) “Xxx Xxxxxxxxx” Authorized signatory _ __ (signed) “Xxxxxx Xxxxxx” Authorized signatory _ __ (signed) “Xxxx X. Xxxxxxx” Authorized signatory SignedIf the Securityholder is not an individual: (signed) “Xxxxxx Xxxxxx” Authorized signatory By: Xxxxxx Xxxxxx, sealed and delivered by ) ⚫ Trustee If the Securityholder is an individual: Xxxxxx Xxxxxx in the presence of: ) _ __ (signed) “[Redacted]” ) Signature of Witness ) _ _ __ (signed) Name of Witness “Xxxxxx Xxxxxx” [Redacted] ) SignedIf the Securityholder is not an individual: (signed) “Xxxxxxx X. Xxxxxxx” Authorized signatory Cresco Capital Management, sealed and delivered by ) ⚫ LLC, its Manager By: Xxxxxxx X. Xxxxxxx If the Securityholder is an individual: Xxxxxx Xxxxx in the presence of: ) _ __ (signed) “[Redacted]” ) Signature of Witness ) _ _ __ (signed) Name of Witness “Xxxxxx Xxxxx” [Redacted] ) Signed, sealed and delivered by ) ⚫ If the Securityholder is an individual: Xxxxx Xxxxxxx in the presence of: ) _ __ (signed) “[Redacted]” ) Signature of Witness ) _ _ __ (signed) Name of Witness “Xxxxx Xxxxxxx” [Redacted] ) I acknowledge that If the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee Securityholder is an individual: Signed, sealed and delivered by ) [Transferee] Xxxxx Xxxxxxx in the presence of: ) (signed) “[Redacted]” ) Signature of Witness ) (signed) _ _ __ “Xxxxx Xxxxxxx” [Redacted] ) Name If the Securityholder is an individual: Xxxxxxx XxXxxxxx in the presence of: ) (signed) “[Redacted]” ) Signature of Witness ) Where (signed) “Xxxxxxx XxXxxxxx” [Redacted] ) If the transferee Securityholder is not an individual: (signed) “Xxxxxxx X. Xxxxxxx” Authorized signatory Authorized signatory • Key EmployeesBy: SCHEDULE 1.01(4)Xxxxxxx X. Xxxxxxx, Manager If the Securityholder is an individual: Xxxxxxx X. Xxxxxxx in the presence of: ) (signed) “[Redacted]” ) Signature of Witness ) (signed) “Xxxxxxx X. Xxxxxxx” [Redacted] ) If the Securityholder is not an individual:

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) ) "signed" ) Signature of Witness ) _ _ __ ) Name of Witness ) XXXX XXXXXX ) ) ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) ) "signed" ) Signature of Witness ) _ _ __ ) Name of Witness ) XXXXXX XXXXX ) ) ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) ) "signed" ) Signature of Witness ) _ _ __ ) Name of Witness ) XXXXXXX XXXXXX ) ) ) Name: Xxxx Xxxxxx Securities: Note 1: Shares to be issued by Computershare pursuant to Treasury Order dated June 26, 2020. Name: Xxxxxx Xxxxx Securities: Note 1: Shares to be issued by Computershare pursuant to Treasury Order dated June 26, 2020. Name: Xxxxxxx XxXxxx Securities: I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securitiesEscrow Securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ June 26, 2020, among Modern Meat Inc. (the “Company”), Computershare Investor Services Inc. and certain shareholders of the Company (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at Vancouver, British Columbia on _ __October 5, 2020. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) Signature of Witness ) ) _ _ __ ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4):

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. [THE REMAINDER OF THIS PAGE LEFT BLANK] The Parties have executed and delivered this Agreement as of the date set out above. _ _ “ Xxxxx Xxxxxx” Authorized signatory _ __ Authorized signatory _ __ “ Xxxxx Xxxxxx” Authorized signatory _ __ “Xxxx Xxxx” Authorized signatory Signed, sealed and delivered by ) ⚫ If the Securityholder is an individual: [Securityholder] in the presence of: ) _ __ “Xxxxxxx Xxxxxx” ) Signature of Witness ) _ _ __ “Xxxxxxxx Xxxxxx” Xxxxxxx Xxxxxx ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in If the presence ofSecurityholder is not an individual: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Authorized signatory Authorized signatory I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ April 8, 2018 (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at Vancouver, BC on _ __September 22, 2018 . Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) “Xxxxxxx Xxxxxx” ) ) “Xxxxxxxx Xxxxxx” Xxxxxxx Xxxxxx ) Where the transferee is not an individual: Authorized signatory Authorized signatory If the Securityholder is an individual: Xxxxxx Xxxxx in the presence of: ) “Xxxxxx Xxxx” ) Signature of Witness ) “Xxxxxx Xxxxx” Xxxxxx Xxxx ) _ _ __ If the Securityholder is not an individual: Authorized signatory Authorized signatory I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated April 8, 2018 (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at Vancouver, BC on September 17, 2018 . Where the transferee is an individual: Xxxxxx Xxxxx in the presence of: ) “Xxxxxx Xxxx” ) ) “ Xxxxxx Xxxxx” Xxxxxx Xxxx ) Where the transferee is not an individual: Authorized signatory Authorized signatory If the Securityholder is an individual: Xxxxxxx Xxxxxxx in the presence of: ) “Xxxxxxx Xxxxxx” ) Signature of Witness ) “Xxxxxxx Xxxxxxx” Xxxxxxx Xxxxxx ) Name of Witness ) If the Securityholder is not an individual: Authorized signatory Authorized signatory I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated April 8, 2018 (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at Vancouver, BC on October 2, 2018 . Where the transferee is an individual: Xxxxxxx Xxxxxxx in the presence of: ) “Xxxxxxx Xxxxxx” ) ) “ Xxxxxxx Xxxxxxx” Xxxxxxx Xxxxxx ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory • Key EmployeesIf the Securityholder is an individual: SCHEDULE 1.01(4Xxxxxxxxx Xxxxxx in the presence of: ) “Xxxx Xxxx” ) Signature of Witness ) “Xxxxxxxxx Xxxxxx” Xxxx Xxxx ) Name of Witness ) If the Securityholder is not an individual: Authorized signatory Authorized signatory I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated April 8, 2018 (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at Vancouver, BC on September 25, 2018 . Where the transferee is an individual: Xxxxxxxxx Xxxxxx in the presence of: ) “Xxxx Xxxx” ) ) “Xxxxxxxxx Xxxxxx” Xxxx Xxxx ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory If the Securityholder is an individual: Comverj Pty Ltd. in the presence of: ) “Xxxxxxx Xxxxxx” ) Signature of Witness ) “Xxxxx Xxxxxx” Xxxxxxx Xxxxxx ) Name of Witness ) If the Securityholder is not an individual:

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ “Xxx Xxxxx”, CEO Authorized signatory _ __ Authorized signatory Signed“Xxx Xxxxx”, sealed and delivered by ) ⚫ CEO Authorized signatory XXXXX XXXXX in the presence of: ) _ __ “Cairo Xxxxx” ) Signature of Witness ) _ _ __ ) Name of Witness “Xxxxx Xxxxx” Cairo Xxxxx ) Signed, sealed and delivered by ) ⚫ XXXXX XXXXX in the presence of: ) _ __ “Xxxxx Xxxxx” ) Signature of Witness ) _ _ __ ) Name of Witness ”Xxxxx Xxxxx” _Rauni Xxxxx ) Signed, sealed and delivered by ) ⚫ CAIRO XXXXX in the presence of: ) _ __ “Xxxxx Xxxxx” ) Signature of Witness ) _”Cairo Xxxxx” _ _ __ Xxxxx Xxxxx ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] XXX XXXXX in the presence of: ) Signature of Witness ) “Xxxxx Xxxxx” ) _ Xxxxx Xxxxx ) XXX XXXX XXXXX in the presence of: ) “Xxxxx Xxxxx” ) _ __ Xxxxx Xxxxx ) (1) Name of Witness 500,000 Common Shares will be free trading six (6) Where months following the transferee is not an individual: Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4)listing date; (2) 500,000 Common Shares will be free trading twelve (12) months following the listing date; and (3) 500,000 Common Shares will be free trading eighteen (18) months following the listing date. (1) 62,500 Common Shares will be free trading six (6) months following the listing date; (2) 62,500 Common Shares will be free trading twelve (12) months following the listing date; and (3) 62,500 Common Shares will be free trading eighteen (18) months following the listing date.

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ ”signed” . Authorized signatory _ __ ”signed” . Authorized signatory _ __ ”signed” . Authorized signatory _ __ ”signed” . Authorized signatory Signed, sealed and delivered Signed by ) ⚫ Xxxx Xxxxxx in the presence of: ) _ __ ) “Xxxx Xxxxxx”  Signature of Witness ) _ _ __ ) Xxxx Xxxxxx  Signature of witness  Name of Witness witness (print) Signed, sealed and delivered Signed by ) ⚫ Xxx Xxxxxxx in the presence of: ) _ __ ) “Xxx Xxxxxxx”  Signature of Witness ) _ _ __ ) Xxx Xxxxxxx  Signature of witness  Name of Witness witness (print) Signed, sealed and delivered Signed by ) ⚫ Xxxx Xxxxxxx in the presence of: ) _ __ ) “Xxxx Xxxxxxx”  Signature of Witness ) _ _ __ ) Xxxx Xxxxxxx  Signature of witness  Name of Witness witness (print) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound Signed by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] Xxxx Xxxxx in the presence of: ) “Xxxx Xxxxx”  Signature of Witness ) ) _ _ __ ) Xxxx Xxxxx  Signature of witness  Name of Witness witness (print) Where Signed by Xxxxxxx Xxxxxxxx in the transferee is not an individualpresence of: “Xxxxxxx Xxxxxxxx”  Signature of Xxxxxxx Xxxxxxxx  Signature of witness  Name of witness (print) ”signed” . Authorized signatory Signed by Xxxxxx Xxxxx in the presence of: “Xxxxxx Xxxxx”  Signature of Xxxxxx Xxxxx  Signature of witness  Name of witness (print) ”signed” . Authorized signatory • Key Employees: SCHEDULE 1.01(4)signatory

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory Signed“Xxxxx Xxxxxx” Xxxxx Xxxxxx, sealed and delivered by ) ⚫ in President “ Xxxx Xxx” Xxxx Xxx, Chief Risk & Compliance Officer “Xxxxx Xxxxxxx Xxxxx” Xxxxx Xxxxxxx Xxxxx, CEO “Xxxxxx Xxxxxxx” Xxxxxx Xxxxxxx, CFO If the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee Securityholder is an individual: Signed, sealed and delivered by ) [Transferee] Xxx Xxxxxxxxxx in the presence of: ) Signature of Witness ) ) _ _ __ “Natalia Benisla” ) Name of Witness ) Where [Redacted] ) “Xxx Xxxxxxxxxx” Address ) Xxx Xxxxxxxxxx [Redacted] ) If the transferee Securityholder is not an individual: “Xxxxxx Xxxxxxxxx” Xxxxxx Xxxxxxxxx, Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxx Xxxxxxxx Xxxxxxx in the presence of: ) [Redacted] ) Name ) [Redacted] ) “Xxxx Xxxxxxxx Xxxxxxx” Address ) Xxxx Xxxxxxxx Xxxxxxx [Redacted] ) If the Securityholder is not an individual: “Xxxx Xxxxxxxx Xxxxxxx” Xxxx Xxxxxxxx Xxxxxxx, Authorized signatory • Key EmployeesIf the Securityholder is not an individual: SCHEDULE 1.01(4)“Xxxx Xxxxxxxx Xxxxxxx” Xxxx Xxxxxxxx Xxxxxxx, Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) Xxxx Xxxxx in the presence of: ) “Xxxxxx Xxxxx” ) Name ) [Redacted] ) “Xxxx Xxxxx” Address ) Xxxx Xxxxx [Redacted] ) If the Securityholder is not an individual: “Xxxx Xxxxx” Xxxx Xxxxx, Authorized signatory If the Securityholder is not an individual: “Xxxxx Xxxxxxxx” Xxxxx Xxxxxxxx, Authorized signatory If the Securityholder is not an individual: “Xxxxx Xxxxxxxxxxx” Xxxxx Xxxxxxxxxxx, Authorized signatory If the Securityholder is not an individual:

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the t he part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory Authorized signatory Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] XXX XXXXXX in the presence of: ) Signature of Witness ) _"Xxx Xxxxxx" XXXXX XXXXXXX in the presence of: ) _ _ __ ) Name Signature of Witness ) Where _"Xxxxx Xxxxxxx" XXXXX XXXXX in the transferee is presence of: ) Signature of Witness ) _"Xxxxx Xxxxx" XXXXXXXXXX XXXXXXX in the presence of: ) Signature of Witness ) _"Xxxxxxxxxx Xxxxxxx" Signed, sealed and delivered by ) XXXXX XXXXXX in the presence of: ) Signature of Witness ) _"Xxxxx Xxxxxx" Note: (1) 9,000,000 Common Shares will be dividended by Victory Square Technologies Inc. (" VST") to shareholders of VST in two tranches with the first tranche consisting of 4,500,000 Common Shares to be dividended by VST shortly prior to or concurrent with listing of the Common Shares on the Canadian Securities Exchange, and 4,500,000 Common Shares to be dividended by VST prior to December 31, 2021. The Common Shares to be dividended by VST prior to December 31, 2021 will be subject to separate contractual escrow and will be returned to escrow pursuant to this escrow agreement in the event such Common Shares are not an individual: Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4)dividended by VST prior to December 31, 2021. Note: (1) To be issued following the date of this escrow agreement.

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory If the Securityholder is an individual: Signed, sealed and delivered by ) ⚫ Xxxxxx Xxxxxxx in the presence of: )) _ __ ) Signature of Witness ) _ _ __ )) Xxxxxx Xxxxxxx Name of Witness ) ) Signed, sealed and delivered by ) ⚫ Xxxxxxx Xxxxx in the presence of: )) _ __ )) Signature of Witness ) _ _ __ ) Xxxxxxx Xxxxx Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) Signature of Witness ) ) _ _ __ ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4This Plan of Merger and Plan of Conversion, made and entered into this day of , 2017 (this “Plan of Merger and Conversion”), by and between DROP LEAF HOLDINGS CO., a Nevada corporation (the “MergeCo”), and DROP LEAF LLC, a Nevada limited liability company (the “Surviving Company”).

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian Legal*7930893.11 exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. Legal*7930893.11 The Parties have executed and delivered this Agreement as of the date set out above. _ _ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory _ __ Authorized signatory Signed, sealed and delivered by ) ⚫ in By: By: Name: Name: Title: Title: Name: Title: By: Name: Title: Each of the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Signed, sealed and delivered by ) ⚫ in the presence of: ) _ __ ) Signature of Witness ) _ _ __ ) Name of Witness ) Securityholders set out on a Schedule “A” hereto. Legal*7930893.11 I acknowledge that the securities listed in the attached Schedule “A” (the “below are being deposited into escrow securities”) have been or and will be transferred subject to me the Escrow Agreement to which this Schedule is attached and that the escrow securities are subject to an Escrow Agreement dated _ (undersigned has received a copy of the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement and agree that the Issuer may on my behalf direct that any Escrowed Shares be tendered back to the Issuer for no consideration in respect accordance with the terms of the escrow securitiesEscrow Agreement and the undersigned hereby irrevocably appoints Golden Leaf Holdings Ltd. with full power of substitution, as if I were an original signatory its true and lawful attorney with full power and authority in the undersigned place and stead to transfer Escrowed Shares in accordance with the terms of the Escrow Agreement. Number of Common Shares of Golden Leaf Holdings Ltd. (the “Shares”): Name of the Securityholder: Please xxxx an “X” beside the statement that describes your circumstances: the Securityholder beneficially owns the Shares (if you have marked an “X” beside this statement, please complete Box “A” below) the Securityholder is a financial intermediary that does not beneficially own the Shares (if you have marked an “X” beside this statement, please complete Box “B” below) I/we hereby certify that: (please xxxx an “X” beside the statement that describes your circumstances): for purposes of the Income Tax Act (Canada), the Securityholder is not a non-resident of Canada, or is a partnership, no direct or indirect member of which is a non-resident of Canada the Securityholder is a resident of, and taxable in (insert name of country) (these Securityholders must deliver to the Issuer a properly completed CRA Form NR301 to benefit from a reduced withholding tax rate under an applicable tax treaty) the Securityholder is a partnership, any direct or indirect member of which is a non- resident of Canada (these Securityholders must deliver to the Issuer a properly completed CRA Form NR302 to benefit from a reduced withholding tax rate under an applicable tax treaty) Legal*7930893.131 BOX “B” (must be delivered to the Issuer on signing or prior to an amount being paid or credited in respect of Escrowed Shares or Escrowed Property to obtain the benefit of reduced withholding tax rates under an applicable tax treaty) I/We (name of agent, nominee or registered holder) hereby certify that the income from all of the Escrowed Shares and Escrowed Property, registered or to be registered in my/our name, is and will continue to be held solely for the beneficial ownership of persons resident of and (where required by the relevant convention) taxable in countries with which Canada has a convention that provides for a Canadian withholding tax rate of % on amounts paid or credited in respect of such property. I/ We undertake to replace this certificate should there be a change in the country of residence or holdings affecting the withholding requirements for a subsequent payment. I/We also undertake to provide to the Canada Revenue Agency, upon request, such information as may be necessary to substantiate the accuracy of the information contained herein. Dated, , 2018 . (Authorized signature of agent, nominee or registered holder) Dated at on _ __. Where the transferee is an individual: , 2018 Signed, sealed and delivered by ) [Transferee] in the presence of: ) Signature of Witness ) ) _ _ __ ) Name of Witness ) Where the transferee is not an individual: Authorized signatory Authorized signatory • Key EmployeesAddress of Securityholder: SCHEDULE 1.01(4Legal*7930893.131 Legal*7930893.131 TO: Odyssey Trust Company (the “Escrow Agent”) RE: Escrow Agreement dated as of , 2018 (the “Escrow Agreement”) among the Escrow Agent, Golden Leaf Holdings Ltd. (“GLH”), certain registered owners of GLH common shares (the “Securityholders”), and  (the “Tahoe Representative”) All capitalized terms when not otherwise defined in this notice shall have the respective meanings ascribed thereto in the Escrow Agreement. GLH certifies that it has completed the verification process or audit of the average monthly yield of cannabis flower attributable to Seller’s Business for the six consecutive whole calendar months immediately following the Closing Date in accordance with the Asset Purchase Agreement and the factor to be used to determine the proportion of Earn-Out Shares to be released is as follows: [insert Average Monthly Yield in lbs] = % [include all decimals] 220 lbs GLH hereby directs that the above percentage of the Earn-Out Shares set out on the Escrow Register be released to the Securityholders. Dated as of the day of , 2019. Per: Name: Title: Legal*7930893.131 Legal*7930893.131 TO: Odyssey Trust Company (the “Escrow Agent”) RE: Escrow Agreement dated as of , 2018 (the “Escrow Agreement”) among the Escrow Agent, Golden Leaf Holdings Ltd. (“GLH”), certain registered owners of GLH common shares (the “Securityholders”), and  (the “Tahoe Representative”) All capitalized terms when not otherwise defined in this notice shall have the respective meanings ascribed thereto in the Asset Purchase Agreement. You are hereby directed to reduce the balance of the Earn-Out Shares or the Deferred Payment Shares on the Escrow Register in equal proportions for all Securityholders as follows: Earn-Out Shares to be Reduced by: Deferred Payment Shares to be Reduced by: And all shares that are removed from the Escrow Register in accordance with the foregoing shall be deemed transferred back to GLH for no consideration Dated as of the day of , 201 . Per: Name: Title: Legal*7930893.131 Factor to be used to determine the proportion of Escrowed Shares and Escrowed Property to be released: [insert KCl Earnout Determinant] = % [include all decimals] 29,200,000 Legal*7930893.131 Note: add columns for different types of securities and property Legal*7930893.11 This Xxxx of Sale (“Xxxx of Sale”) is made by Tahoe Hydroponics Company, LLC, a Nevada limited-liability company (“Seller”) and is dated as of the Closing Date as that term is defined in that certain Asset Purchase Agreement (the “Purchase Agreement”) entered into contemporaneously herewith, by and between Seller and Golden Leaf Holdings Ltd., a Canadian (Ontario) corporation (“Parent”), and its wholly-owned corporate subsidiary Greenpoint Nevada, Inc., a Nevada corporation (“Buyer”). Capitalized terms used herein and not defined have the meaning ascribed to them in the Purchase Agreement, the terms of which are specifically incorporated by reference into this Xxxx of Sale.

Successor to Escrow Agent. Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. _ _ "Xxxxxx Xxxxxxx" Authorized signatory _ __ "Xxxx Xxxx" Authorized signatory _ __ "Xxxxx Xxxxxx" Authorized signatory _ __ "Xxxxxx Xxxxxxxxx" Authorized signatory Signed"Xxxx Xxxxxxxx" Authorized signatory Authorized signatory SIGNED, sealed and delivered SEALED AND DELIVERED by ) ⚫ in the presence of: ) _ __ "Xxxxx Xxxxxxx" ) Signature of Witness ) _ _ __ "Xxxxxx Xxxxxxx" Xxxxx Xxxxxxx ) XXXXXX XXXXXXX ) Name of Witness ) SignedSIGNED, sealed and delivered SEALED AND DELIVERED by ) ⚫ in the presence of: ) _ __ "Xxxxxx Xxxx" ) Signature of Witness ) _ _ __ "Xxxx Xxxx" Xxxxxx Xxxx ) XXXX XXXX ) Name of Witness ) SignedSIGNED, sealed and delivered SEALED AND DELIVERED by ) ⚫ in the presence of: ) _ __ "Xxxxxx Xxxxxxx" ) Signature of Witness ) _ _ __ "Xxxxx Xxxxxxx" Xxxxxx Xxxxxxx ) XXXXX XXXXXXX ) Name of Witness ) I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on _ __. Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) Signature of Witness ) ) _ _ __ ) Name of Witness ) Where the transferee is not an individual: "Xxxxxx Xxxxxxx" Authorized signatory Authorized signatory • Key Employees: SCHEDULE 1.01(4)LC163523-1 00000 00X Xxxxxx Xxxxxxx, XX V3A 8K4 Common Shares(1) 1,500,000 Warrants(1) 750,000 (1) These securities are beneficially held by Xxxx Xxxxxxxx, a director of the Issuer. 0000 000X Xxxxxx Xxxxxxx, XX X0X 2L9 Common Shares 1,000,001 Warrants 250,000 LC163523-1 000 Xxxxxxx Xxxxx West Vancouver, BC V7S 1C6 Common Shares 500,000 Warrants 500,000 LC163523-1 0000 000X Xxxxxx Xxxxxxx, XX X0X 2L9 Common Shares 250,000 Warrants 250,000 LC163523-1 0000 000X Xxxxxx Xxxxxxx, XX X0X 2L9 Common Shares 250,000 Warrants 250,000 (1) These securities are beneficially held by Xxxxxx Xxxxxxx, a director and officer of the Issuer.