Common use of TRANSFEREE ACKNOWLEDGMENT Clause in Contracts

TRANSFEREE ACKNOWLEDGMENT. The Transferee acknowledges and agrees that the Debentures may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act. Each Debenture Certificate, and each certificate representing Shares issuable upon exercise thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act. The holder acknowledges and agrees that the Debentures represented by this Debenture Certificate, and the Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend. In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee is delivering a written opinion of U.S. legal counsel acceptable to the Company to the effect that this transfer of Debentures has been registered under the U.S. Securities Act or is exempt from registration thereunder. DATED the ___ day of __________, 20__ In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Capacity of Authorized Representative) The Debentures and the Common Shares issuable upon exercise of the Debentures shall only be transferable in accordance with applicable laws. The Debentures may only be converted in the manner required by the Debenture Certificate and the Conversion Notice attached thereto. Any securities acquired pursuant to the conversion of the Debentures shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE D

TRANSFEREE ACKNOWLEDGMENT. The Transferee undersigned transferee (the “Transferee”) acknowledges and agrees that the Debentures Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) and the applicable laws of any such state, relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities ActAct and applicable state securities laws. Each Debenture Warrant Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain a legend legends on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably is in form and substance satisfactory to the CompanyCorporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities ActAct and the applicable state securities laws. The holder acknowledges and agrees that the Debentures Warrants represented by this Debenture Warrant Certificate, and the Common Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend legends shall also bear such legend legends unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably is in form and substance satisfactory to the CompanyCorporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legendlegends. In connection with this transfer The Transferee acknowledges that it shall notify the undersigned transferee (Corporation prior to any exercise or deemed exercise of the “Transferee”) certifies that Warrants if the Transferor or Transferee is delivering a written opinion representations, warranties and certifications contained in the Form of U.S. legal counsel acceptable to the Company to the effect that this transfer of Debentures has been registered under the U.S. Securities Act or is exempt from registration thereunderTransfer are no longer true and correct. DATED Dated the ___ day of ________________, 20__ __. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized RepresentativeRepresentative – please print) The Debentures Warrants and the Common Shares issuable upon exercise of the Debentures Warrants shall only be transferable in accordance with all applicable laws. The Debentures Warrants may only be converted exercised in the manner required by the Debenture Warrant Certificate and the Conversion Notice subscription form attached thereto. Any securities acquired pursuant to the conversion this exercise of the Debentures Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE DEXHIBIT D-2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 20, 2021. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT. THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM (PACIFIC TIME) ON JULY 19, 2025. BODY AND MIND INC. (a Nevada Corporation) WARRANT CERTIFICATE WARRANT TO PURCHASE COMMON SHARES Warrant Certificate Number: 2021-07-2 Number of Warrants: 3,200,000 Issue Date: July 19, 2021 THIS IS TO CERTIFY THAT for value received, FG Agency Lending LLC, of 810 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Warrantholder”) has the right to purchase in respect of each warrant (the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”), upon the release of this Warrant Certificate from escrow by the Company to the Warrantholder, at any time up to 5:00 pm (Pacific time) on the fourth anniversary of the Issue Date (the “Expiry Time”) one fully paid and non-assessable common share (the “Common Shares”) of Body and Mind Inc. (the “Corporation”), a corporation incorporated under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of USD$0.45 per Common Share if exercised on or before the Expiry Time, subject to adjustment as provided herein. The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value. The above provisions are subject to the following:

TRANSFEREE ACKNOWLEDGMENT. The Transferee acknowledges and agrees that the Debentures Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act. Each Debenture Warrant Certificate, and each certificate representing Shares issuable upon exercise thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act. The holder acknowledges and agrees that the Debentures Warrants represented by this Debenture Warrant Certificate, and the Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend. In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee is delivering a written opinion of U.S. legal counsel acceptable to the Company to the effect that this transfer of Debentures Warrants has been registered under the U.S. Securities Act or is exempt from registration thereunder. DATED the ___ day of __________, 20__ In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Capacity of Authorized Representative) The Debentures Warrants and the Common Shares issuable upon exercise of the Debentures Warrants shall only be transferable in accordance with applicable laws. The Debentures Warrants may only be converted exercised in the manner required by the Debenture Warrant Certificate and the Conversion Notice Warrant Exercise Form attached thereto. Any securities acquired pursuant to the conversion this exercise of the Debentures Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE D[End of Appendix “C”] -C3- APPENDIX II Debenture Certificate UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●, 2019. THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN 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. THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT. THIS DEBENTURE MAY NOT BE CONVERTED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THIS DEBENTURE AND SECURITIES ISSUABLE UPON EXERCISE OF THIS DEBENTURE HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT. BODY AND MIND, INC. (a corporation existing under the laws of the state of Nevada) DEBENTURE CERTIFICATE NUMBER: · PRINCIPAL AMOUNT: $1,600,000 BODY AND MIND, INC. (the “Borrower”), for value received, hereby acknowledges itself indebted and promises to pay to Australis Capital Inc. (hereinafter referred to as the “Lender”), the principal amount of $1,600,000 (the “Principal Amount”) in lawful money of Canada in the manner hereinafter provided at the address of the Lender set forth in Section 8.2, or at such other place or places as the Lender may designate by notice in writing to the Borrower, on the date that is two years from the date of issuance of this Debenture (the “Maturity Date”), subject to acceleration in certain events in accordance with Section 3.12 hereof, and to pay interest on the Principal Amount outstanding from time to time owing hereunder to the date of payment as hereinafter provided. The Lender has the right, from time to time and at any time prior to 5:00 p.m. (Vancouver Time) on the earlier of: (i) the Business Day (as defined herein) immediately preceding the Maturity Date; and (ii) the Business Day prior to receiving notice of a Forced Conversion (as defined herein), to convert all or any portion of the outstanding Principal Amount into Common Shares (as defined herein), at a price, with respect to the Principal Amount, equal to the Conversion Price (as defined herein), subject to adjustment in certain events. Accrued and unpaid interest relating to the debenture shall be calculated and payable semi-annually in accordance with the terms hereof. Unless the Lender exercises the conversion rights attached to this Debenture, including forced conversion, the Principal Amount owing, or the portion of the Principal Amount which has yet to be converted, together with any amounts now or hereafter payable hereunder including accrued and unpaid interest (collectively, the “Obligations”) shall be due and payable on the Maturity Date in accordance with the terms hereof. This Debenture is issued subject to the terms and conditions appended hereto as Schedule A. (See terms and conditions attached hereto)

TRANSFEREE ACKNOWLEDGMENT. The Transferee undersigned transferee (the “Transferee”) acknowledges and agrees that the Debentures Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) and the applicable laws of any such state, relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities ActAct and applicable state securities laws. Each Debenture Warrant Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain a legend legends on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably is in form and substance satisfactory to the CompanyCorporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities ActAct and the applicable state securities laws. The holder acknowledges and agrees that the Debentures Warrants represented by this Debenture Warrant Certificate, and the Common Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend legends shall also bear such legend legends unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably is in form and substance satisfactory to the CompanyCorporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legendlegends. In connection with this transfer The Transferee acknowledges that it shall notify the undersigned transferee (Corporation prior to any exercise or deemed exercise of the “Transferee”) certifies that Warrants if the Transferor or Transferee is delivering a written opinion representations, warranties and certifications contained in the Form of U.S. legal counsel acceptable to the Company to the effect that this transfer of Debentures has been registered under the U.S. Securities Act or is exempt from registration thereunderTransfer are no longer true and correct. DATED Dated the ___ day of ________________, 20__ __. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized RepresentativeRepresentative – please print) The Debentures Warrants and the Common Shares issuable upon exercise of the Debentures Warrants shall only be transferable in accordance with all applicable laws. The Debentures Warrants may only be converted exercised in the manner required by the Debenture Warrant Certificate and the Conversion Notice subscription form attached thereto. Any securities acquired pursuant to the conversion this exercise of the Debentures Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE D__________

TRANSFEREE ACKNOWLEDGMENT. The Transferee acknowledges and agrees that the Debentures Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act. Each Debenture Warrant Certificate, and each certificate representing Shares issuable upon exercise thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act. The holder acknowledges and agrees that the Debentures Warrants represented by this Debenture Warrant Certificate, and the Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend. In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee is delivering a written opinion of U.S. legal counsel acceptable to the Company to the effect that this transfer of Debentures Warrants has been registered under the U.S. Securities Act or is exempt from registration thereunder. DATED the ___ 27 day of __________November, 20__ 2018 In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Capacity of Authorized Representative) The Debentures Warrants and the Common Shares issuable upon exercise of the Debentures Warrants shall only be transferable in accordance with applicable laws. The Debentures Warrants may only be converted exercised in the manner required by the Debenture Warrant Certificate and the Conversion Notice Warrant Exercise Form attached thereto. Any securities acquired pursuant to the conversion this exercise of the Debentures Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE D[End of Appendix “C”]

TRANSFEREE ACKNOWLEDGMENT. The Transferee acknowledges and agrees that the Debentures Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act. Each Debenture Warrant Certificate, and each certificate representing Shares Common Stock issuable upon exercise thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Warrant Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the CompanyCorporation), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the SharesCommon Stock, are transferred pursuant to an effective registration statement under the U.S. Securities Act. The holder acknowledges and agrees that the Debentures Warrants represented by this Debenture Warrant Certificate, and the Shares Common Stock issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the CompanyCorporation), the securities represented thereby are not, at such time, required by law to bear such legend. In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee is delivering a written opinion of U.S. legal counsel acceptable to the Company Corporation to the effect that this transfer of Debentures Warrants has been registered under the U.S. Securities Act or is exempt from registration thereunder. DATED the _____ day of _____________, 20__ In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Capacity of Authorized Representative) The Debentures Warrants and the Common Shares Stock issuable upon exercise of the Debentures Warrants shall only be transferable in accordance with applicable laws. The Debentures Warrants may only be converted exercised in the manner required by the Debenture Warrant Certificate and the Conversion Notice Warrant Exercise Form attached thereto. Any securities acquired pursuant to the conversion this exercise of the Debentures Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. SCHEDULE D__________ URANIUM ENERGY CORP. AMENDMENT NO 1. to WARRANT CERTIFICATE No. 2013-u, Representing u Warrants Dated as Issued on July 30, 2013 THIS is Amendment No. 1 (this “Amendment”) to Warrant Certificate No. 2013-u, (the “Original Warrant Certificate”), registered in the name of u, with an address at u, representing u warrants (collectively, the “Warrants”) for the purchase of up to an aggregate of u shares of common stock of Uranium Energy Corp., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”).