Common use of U.S. Legend Clause in Contracts

U.S. Legend. (1) The Debentures and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures and the Certificates representing Common Shares issuable upon conversion thereof (collectively, issued pursuant to the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 ActSubscription Form, and may be all certificates issued in certificated form, andexchange thereof or in substitution therefor, until such time as the same it is no longer required under the applicable requirements of the 1933 Act or applicable United States state securities lawslaws and regulations, shall bear the following legend (the legend: “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATIONISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONSREGULATONS, (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, AND IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER APPLICABLE EXEMPTION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AFTER, IN ANOTHER TRANSACTION THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C) OR (D), PROVIDING TO THE COMPANY A LEGAL OPINION OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWSACT.” Notwithstanding the foregoing, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 agent may impose additional requirements for the removal of Schedule D (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, may prescribe legends from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made securities sold in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend is no longer required under applicable requirements S of the 1933 Act or applicable state securities laws. Provided that in the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiryfuture.

U.S. Legend. (1) The Debentures and the All certificates representing Common Shares issuable upon conversion thereof issued to persons who do not initial box (collectivelyi) on the Exercise Form will, the “Securities”) have not been and will not be unless such Common Shares are registered under the 1933 U.S. Securities Act or state and the securities laws. Subject to Section 2.15(3), laws of all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements states of the 1933 Act or state securities lawsUnited States, shall bear the following legend (the “U.S. Legend”): legend: "THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INCCAZA GOLD CORP. (THE “CORPORATION”), THAT SUCH THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCAZA GOLD CORP., (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(iC) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECTCAZA GOLD CORP. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGEMUST FIRST BE PROVIDED.] provided that if the Debentures or Common Shares " If any Securities are being sold in compliance accordance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulationsS, and provided that if the Company Corporation is a “"foreign issuer” " within the meaning of Rule 902(e) of Regulation S at the time of issuance of sale, the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend legend may be removed by providing a declaration to the Trustee or the Company’s Computershare Trust Company of Canada, as registrar and transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or a form as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, Corporation may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel counsel. If any Securities are being sold under Rule 144, the legend may be removed by delivering to Computershare Trust Company of Canada an opinion of counsel, of recognized standing, in form and substance standing reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicableCorporation, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures and Buyer understands that the Common Shares issuable upon conversion thereof (collectively, certificates or other instruments representing the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, Securities shall bear the following a legend (the “U.S. Legend”): set forth below: THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE “U.S. SECURITIES 1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), THAT SUCH SECURITIES AND MAY BE OFFERED, SOLD, PLEDGED ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE DISPOSED OF IN THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES 1933 ACT AND IN COMPLIANCE WITH OR PURSUANT TO AN APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (i) RULE 144 THEREUNDERAND, IF AVAILABLEREQUESTED BY CARDIOME PHARMA CORP. (“CARDIOME”), OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE UPON DELIVERY OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO CARDIOME THAT THE CORPORATION AND [for Debentures add: PROPOSED TRANSFER IS EXEMPT FROM THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT1933 ACT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF BY PURCHASING THESE SECURITIES, THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” AGREES FOR THE BENEFIT OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided CARDIOME THAT IT WILL COMPLY WITH THESE RESALE RESTRICTIONS. The legend set forth above shall be removed and the Company shall issue certificates representing such securities without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by state securities laws, (A) such Securities are registered for resale under the 1933 Act, (B) in connection with a sale, assignment or other transfer, such holder provides the Company with reasonable assurance that if the Debentures sale, assignment or Common Shares are being sold in compliance with transfer of the Securities may be made without registration under the applicable requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulationsthe 1933 Act, and provided that (C) if the Company is a “foreign issuer,” within the meaning of Rule 902(e) of Regulation S at under the time of issuance of 1933 Act and the Debentures or Common Shares, as applicableSecurities are being sold pursuant to Regulation S, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend legend may be removed by providing a declaration to the Trustee Company that such shares may be sold pursuant to Regulation S or (D) such holder provides the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, may prescribe from time to time), together Company with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect reasonable assurance that the transfer is being made in compliance with Securities can be sold, assigned or transferred without volume limitations or manner of sale restrictions pursuant to Rule 904 of Regulation S; and provided further that, if any Debentures 144 or Common Shares are being have been sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry144.

U.S. Legend. (1) The Debentures and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or any state securities laws. Subject to Section 2.15(3)To the extent that Debentures are offered, sold or transferred in the United States, such Debentures and all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversionon conversion thereof (collectively, redemption or maturity thereofthe “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to Section 2.15(2) (and subject to any other direction by the Corporation to the Trustee otherwise), and may such Securities, as well as all securities issued in exchange for or in substitution of the Securities, shall be issued (i) in definitive certificated formform registered in the name of the holder or (ii) in uncertificated form under a separate, restricted CUSIP number, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [for Debentures addDebentures, the following language will be added: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOFHEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES AGREES, FOR THE BENEFIT OF FLOWER ONE HOLDINGS HIGH TIDE INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY ONLY: (A) TO THE CORPORATION, ; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES 1933 ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE ALL LOCAL LAWS AND REGULATIONS, ; (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (iii) RULE 144A THEREUNDER, IF AVAILABLE, AND, AND IN EACH CASE, CASE IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, ; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(iC) OR (D) ABOVE), AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL COUNSEL, OF RECOGNIZED STANDING STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that ” provided, that, if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a an executed declaration to the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable, ) substantially as set forth in paragraph 2 of Schedule D “D” (or as the Company, and/or Corporation or the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable, ) may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee Corporation or the Company’s Trustee (or the registrar and transfer agentagent for the Common Shares, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Corporation and the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable), to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; provided further that if the Debentures or Common Shares are held by, or being transferred to, a Qualified Institutional Buyer (other than an Initial QIB Holder), such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing an executed Qualified Institutional Buyer Letter as set forth in Schedule “F” (or as the Corporation or the Trustee (or the registrar and transfer agent for the Common Shares, as applicable) may prescribe from time to time), together with any other evidence reasonably requested by the Corporation or the Trustee (or the registrar and transfer agent for the Common Shares, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Trustee (or the registrar and transfer agent for the Common Shares, as applicable), to the effect that the Debentures or Common Shares no longer required a restricted CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee (or the registrar and transfer agent for the Common Shares, as applicable) of an opinion of counsel counsel, of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable) and the Corporation, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, (or the Company’s registrar and transfer agent for the Common Shares, as applicable) obtains confirmation from the Company Corporation that such counsel and opinion is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures and the All certificates representing Common Shares issuable upon conversion thereof issued to persons who do not initial box (collectivelyi) on the Exercise Form will, the “Securities”) have not been and will not be unless such Common Shares are registered under the 1933 U.S. Securities Act or state and the securities laws. Subject to Section 2.15(3), laws of all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements states of the 1933 Act or state securities lawsUnited States, shall bear the following legend (the legend: “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INCCAZA GOLD CORP. (THE “CORPORATION”), THAT SUCH THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCAZA GOLD CORP., (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(iC) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECTCAZA GOLD CORP. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERYMUST FIRST BE PROVIDED.” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that if the Debentures or Common Shares If any Securities are being sold in compliance accordance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulationsS, and provided that if the Company Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of sale, the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend legend may be removed by providing a declaration to the Trustee or the Company’s Computershare Trust Company of Canada, as registrar and transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or a form as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, Corporation may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel counsel. If any Securities are being sold under Rule 144, the legend may be removed by delivering to Computershare Trust Company of Canada an opinion of counsel, of recognized standing, in form and substance standing reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicableCorporation, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1a) The Debentures Notes and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or any state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued To the extent that Notes are offered and sold in the United States to U.S. Purchasers Qualified Institutional Buyers in reliance on exemptions an exemption from registration under Rule 144A under the 1933 Act, as well as the Common such Notes and all Shares issuable upon conversionon conversion thereof (collectively, redemption or maturity thereofthe “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to subsection 2.12(c), and may such Securities, as well as all securities issued in exchange for or in substitution of the Securities, shall be issued in certificated formform bearing the legend below or under a separate, restricted CUSIP number and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. US Legend”): “THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS THERATECHNOLOGIES INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND (C) IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASEBOTH CASES, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRUSTEE OR TRANSFER AGENT] AGENT TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTIONS ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA.] ” provided that if the Debentures Notes or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures Notes or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Note Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D G (or as the Company, and/or the Trustee Corporation or the Company’s transfer agent, as applicable, Note Trustee may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee Corporation or the Company’s transfer agent, as applicableNote Trustee, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Corporation and the Trustee or the Company’s transfer agent, as applicableNote Trustee, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures Notes or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures Notes or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Note Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Note Trustee and the Trustee or the Company’s transfer agent, as applicableCorporation, that the Debentures Notes or Common Shares no longer required a restricted CUSIP, if applicable, CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1a) The Debentures and the Common Conversion Shares issuable upon conversion thereof (collectively, including any Common Shares issued for any interest payable on the “Securities”Debentures) have not been and will not be registered under the 1933 U.S. Securities Act or any state securities laws. Subject to Section 2.15(3), all Initial To the extent that Debentures originally are issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 ActPurchasers, as well as the Common such Debentures and all Conversion Shares issuable upon conversionon conversion thereof (together, redemption or maturity thereof, the "Legended Securities") shall be “restricted securities” within bear the meaning assigned to that term in Rule 144(a)(3following legend (the "U.S. Legend") under the 1933 Act, and may be issued in certificated form, and, until such time as the same is no longer required under applicable requirements of the 1933 U.S. Securities Act or state securities laws, shall bear the following legend (the “U.S. Legend”): : "THE SECURITIES REPRESENTED HEREBY [for Debentures addIN THE CASE OF DEBENTURES: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOFHEREOF] 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 ANY LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH THESE SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INCi-80 GOLD CORP. (THE “"CORPORATION”), ") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i1) RULE 144 THEREUNDER, IF AVAILABLE, AVAILABLE OR (ii2) RULE 144A THEREUNDER, IF AVAILABLE, ANDAND IN BOTH CASES, IN EACH CASE, IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(iC)(1) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “NOT CONSTITUTE "GOOD DELIVERY” " IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTIONS ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA.] provided " provided, that if the Debentures or Common Shares such Legended Securities are being sold transferred in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with subject to the expiry of any hold or restricted period under Canadian local laws and regulationssecurities laws, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities above legend may be removed or such securities transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or transfer agent for the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D applicable securities to the following effect (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, Company may prescribe from time to time), ) (together with any other evidence reasonably requested required by the Company, and/or Trustee or transfer agent for the Company’s transfer agent, as applicableapplicable securities, which evidence may may, without limitation, include an opinion of counsel of recognized standing, in form and substance standing reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend such legend is no longer required under the applicable requirements of the 1933 Act or applicable state securities laws. Provided U.S. Securities Act): "The undersigned (a) acknowledges that the Trustee orsale of ________________________ of i-80 Gold Corp. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, if applicableas amended (the "U.S. Securities Act"), and (b) certifies that (1) the undersigned is not an "affiliate" (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation (other than an officer or director of the Corporation who is an affiliate solely by virtue of holding such position), (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the Company’s transfer agent obtains confirmation from buyer was outside the Company United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such counsel securities, (4) the sale is satisfactory bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to itreplace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, it shall be entitled or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to rely on such opinion evade the registration provisions of counsel without further inquirythe U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act."

U.S. Legend. (1) The Debentures and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, and, until Until such time as the same is no longer required under the applicable requirements of the 1933 U.S. Securities Act or state applicable securities lawslaws and regulations of the states or other U.S. jurisdictions, certificates representing Subscription Receipts and certificates representing Common Shares and Warrants issued upon the exercise of such Subscription Receipts in accordance with this Agreement (and each Subscription Receipt Certificate and Common Share and Warrant Certificate issued in exchange therefore or in substitution or transfer thereof) originally issued to a U.S. Person, a Person in the United States or to a Person purchasing for the account or benefit of a U.S. Person or a Person in the United States shall bear the following legend (the “U.S. Legend”): UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012. THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF UNDER ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS ENERGY FUELS INC. (THE “CORPORATIONCOMPANY”), ) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES STATES, IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(iC) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: COMPANY MUST FIRST BE PROVIDED TO THE TRUSTEE] [for Common Shares issuable upon conversion add: COMPANY’S TRANSFER AGENT] AGENT AND, IN THE CASE OF TRANSFERS PURSUANT TO (B) ABOVE, THE COMPANY’S TRANSFER AGENT MAY REQUIRE SUCH EFFECTA LEGAL OPINION. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTIONS ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA.] provided that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or any state securities laws. Subject to Section 2.15(3), all To the extent that Initial Debentures originally issued are offered and sold in the United States to U.S. Purchasers Qualified Institutional Buyers in reliance on exemptions an exemption from registration under Rule 144A under the 1933 Act or to Accredited Investors in reliance on an exemption from registration under Regulation D under the 1933 Act, as well as the such Initial Debentures and all Common Shares issuable upon conversionon conversion thereof (collectively, redemption or maturity thereofthe “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to subsection 2.13(3), and may such Securities, as well as all securities issued in exchange for or in substitution of the Securities, shall be issued in certificated formunder a separate, restricted CUSIP and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. US Legend”): “THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS GABRIELLA’S KITCHEN INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND (C) IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASEBOTH CASES, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND THE [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENTAGENT][TRUSTEE] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTIONS ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA.] ” provided that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the Company, and/or Corporation or the Trustee or the Company’s transfer agent, as applicable, may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee Corporation or the Company’s transfer agent, as applicableTrustee, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Corporation and the Trustee or the Company’s transfer agent, as applicableTrustee, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Trustee and the Trustee or the Company’s transfer agent, as applicableCorporation, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures Notes and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or qualified under any state securities laws. Subject to Section 2.15(3)To the extent that Notes are offered, sold or transferred in the United States, such Notes and all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversionon conversion thereof (collectively, redemption or maturity thereofthe “Securities”), shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act. Subject to Section 2.10(3) (and subject to any other direction by the Corporation to the Trustee otherwise), and may such Securities, as well as all securities issued in exchange for or in substitution of the Securities, shall be issued (i) in definitive certificated formform registered in the name of the holder or (ii) in uncertificated form under a separate, restricted CUSIP, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE ANY SECURITIES ISSUABLE UPON CONVERSION THEREOF] HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES AGREES, FOR THE BENEFIT OF FLOWER ONE HOLDINGS SUNDIAL GROWERS INC. (THE “CORPORATION”), THAT THAT, IN THE ABSENCE OF REGISTRATION UNDER THE 1933 ACT BY THE CORPORATION, SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY ONLY: (A) TO THE CORPORATION, ; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES 1933 ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE ALL LOCAL LAWS AND REGULATIONS, ; (C) IN COMPLIANCE ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (iI) RULE 144 THEREUNDER, IF AVAILABLE, OR (iiII) RULE 144A THEREUNDER, IF AVAILABLE, AND, AND IN EACH CASE, CASE IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, ; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C)(iC) OR (D) ABOVE), AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL COUNSEL, OF RECOGNIZED STANDING STANDING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.] provided that ” provided, that, if the Debentures Notes or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a an executed declaration to the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable, ) substantially as set forth in paragraph 2 of Schedule D C (or as the Company, and/or Corporation or the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable, ) may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee Corporation or the Company’s Trustee (or the registrar and transfer agentagent for the Common Shares, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, Corporation and the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable), to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; provided further, that, if the Notes or Common Shares are held by, or being transferred to, a Qualified Institutional Buyer (other than a QIB Holder), such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing an executed Qualified Institutional Buyer Letter as set forth in Schedule E (or as the Corporation or the Trustee (or the registrar and transfer agent for the Common Shares, as applicable) may prescribe from time to time), together with any other evidence reasonably requested by the Corporation or the Trustee (or the registrar and transfer agent for the Common Shares, as applicable), which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Trustee (or the registrar and transfer agent for the Common Shares, as applicable), to the effect that the Notes or Common Shares no longer required a restricted CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws; and provided further further, that, if any Debentures Notes or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures Notes or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee (or the registrar and transfer agent for the Common Shares, as applicable) of an opinion of counsel counsel, of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee (or the Company’s registrar and transfer agentagent for the Common Shares, as applicable) and the Corporation, that the Debentures Notes or Common Shares no longer required a restricted CUSIP, if applicable, CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, (or the Company’s registrar and transfer agent for the Common Shares, as applicable) obtains confirmation from the Company Corporation that such counsel and opinion is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures and the Common Subordinate Voting Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section subsection 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Subordinate Voting Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated formform or under a separate restricted CUSIP number, and, until such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall bear the following legend (the “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS PLUS PRODUCTS INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: THE TRUSTEE] [for Common Subordinate Voting Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECT. [For Common Subordinate Voting Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that if the Debentures or Common Subordinate Voting Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Subordinate Voting Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the CompanyCorporation’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the CompanyCorporation, and/or the Trustee or the CompanyCorporation’s transfer agent, as applicable, may prescribe from time to time), together with any other evidence reasonably requested by the CompanyCorporation, and/or Trustee or the CompanyCorporation’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the CompanyCorporation, and the Trustee or the CompanyCorporation’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Subordinate Voting Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Subordinate Voting Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the CompanyCorporation, and the and/or Trustee or the CompanyCorporation’s transfer agent, as applicable, that the Debentures or Common Subordinate Voting Shares no longer required a restricted CUSIP, if applicable, CUSIP or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the CompanyCorporation’s transfer agent obtains confirmation from the Company Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.

U.S. Legend. (1) The Debentures Investor understands and the Common Shares issuable upon conversion thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 Act or state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, and may be issued in certificated form, andacknowledges that, until such time as the same is no longer required under applicable requirements Securities have been registered pursuant to the provisions of the 1933 Securities Act, or the Securities are sold pursuant to Rule 144 promulgated under the Securities Act or state securities lawsanother available exemption under the Securities Act, shall the Securities will bear the following legend (the restrictive legend: “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAW. THE HOLDER HEREOFOF THIS SECURITY, BY PURCHASING SUCH SECURITIESTHE SECURITY, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INCRARE ELEMENT RESOURCES LTD. (THE “CORPORATIONCOMPANY”), ) THAT SUCH SECURITIES THE SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (CD) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (DE) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR AND IN COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, ANDPROVIDED THAT, IN THE CASE OF (C)(iC), (D) OR (D) ABOVEE), AFTER THE SELLER FURNISHES HOLDER HAS DELIVERED TO THE CORPORATION COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION COMPANY AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: REGISTRAR AND TRANSFER AGENT] AGENT TO SUCH EFFECT. [For Common Shares issuable upon conversion add: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.] provided that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee or the Company’s transfer agent, as applicable, substantially as set forth in paragraph 2 of Schedule D (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, may prescribe from time to time), together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any Debentures or Common Shares are being sold in accordance with Rule 144 under the 1933 Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.”

U.S. Legend. (1a) The Debentures Notes and the Common Shares issuable upon conversion thereof (collectively, of the “Securities”) Notes have not been and will not be registered under the 1933 Act or state securities lawsU.S. Securities Act. Subject to Section 2.15(3), all Initial Debentures Each Note originally issued and sold to a U.S. Purchasers Person, a person in reliance on exemptions from registration under the 1933 ActUnited States or a person for the account or benefit of a U.S. Person or a person in the United States, as well as the certificates evidencing the Common Shares issuable issued upon conversion, redemption or maturity thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 Act, conversion of such Notes and may be all certificates issued in certificated form, and, until such time as the same is no longer required under applicable requirements of the 1933 Act exchange therefor or state securities lawsin substitution thereof, shall bear the following legend (the legend: “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES 1933 ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES 1933 ACT PROVIDED BY (i) RULE RULES 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, AND IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN AND THE CASE OF (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION AND [for Debentures add: COMPANY OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECTCOMPANY. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM REASONABLY SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY ON IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A CANADIAN STOCK EXCHANGETIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.] ” provided that if the Debentures if, such Notes or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Company Corporation is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Sharessale, as applicable, any such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend legend may be removed by providing a declaration to the Trustee or transfer agent of the Company’s transfer agent, as applicable, substantially as Corporation to the effect set forth in paragraph 2 of Schedule D “B” to the Notes (or as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, Corporation may reasonably prescribe from time to time)) together with, together with any other evidence reasonably requested if required by the CompanyCorporation, and/or Trustee or the Companya reasonably acceptable broker’s transfer agent, as applicable, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect that the transfer is being made in compliance with Rule 904 of Regulation Sdeclaration; and provided further thatprovided, further, that if any Debentures such Notes or Common Shares are being sold in accordance with pursuant to Rule 144 under of the 1933 U.S. Securities Act, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend legend may be removed by delivery to the Trustee and the Corporation of an opinion of counsel counsel, of recognized standing, in form and substance standing reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicableCorporation, that the Debentures or Common Shares no longer required a restricted CUSIP, if applicable, or the U.S. Legend such legend is no longer required under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws. Provided that The Trustee shall, upon receipt of the Trustee orexecuted form of “Declaration for Removal of Legend” as set forth in Schedule “B” to the Notes, if applicable, the Company’s transfer agent obtains confirmation from the Company that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.issue a new certificate within five Business Days thereof;

U.S. Legend. (1a) The All Debentures and the Common Shares issuable upon conversion or redemption thereof (collectively, the “Securities”) have not been and will not be registered under the 1933 U.S. Securities Act or any state securities laws. Subject to Section 2.15(3), all Initial Debentures originally issued laws and sold to U.S. Purchasers in reliance on exemptions from registration under the 1933 Act, as well as the Common Shares issuable upon conversion, redemption or maturity thereof, shall be are “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 U.S. Securities Act. Certificates representing Debentures originally issued and sold to U.S. Purchasers, and may be issued in certificated formcertificates representing Shares issuable upon conversion or redemption thereof shall, and, until such time for so long as the same is no longer required under by applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws, shall bear the following legend (the “U.S. Legend”): “THE SECURITIES REPRESENTED HEREBY [[include for Debentures add: Debentures] AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOFHEREOF] 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 LAWS OF ANY STATE OF THE UNITED STATESSECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS VOGOGO INC. (THE “CORPORATION”), ) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 THEREUNDEROR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, AND IN EACH CASE, IN ACCORDANCE COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE WITH ANOTHER TRANSACTION THAT DOES NOT REQUIRE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY AND APPLICABLE U.S. STATE SECURITIES LAWS, AND, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO AST TRUST COMPANY (CANADA) TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: TRANSFER AGENT] TO SUCH EFFECTAPPLICABLE STATE SECURITIES LAWS. [For Common Shares issuable upon conversion add: THE PRESENCE DELIVERY OF THIS LEGEND CERTIFICATE MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF THE SECURITIES REPRESENTED HEREBY TRANSACTIONS ON A CANADIAN STOCK EXCHANGEEXCHANGES IN CANADA.] provided ” provided, that if the Debentures or Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulationsS, and provided that the Company is a “foreign issuer” within the meaning of Rule 902(e) of Regulation S at the time of issuance of the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend may be removed by providing a declaration to the Trustee for the applicable Debentures or Shares, in the Company’s transfer agent, form annexed as applicable, substantially as set forth in paragraph 2 of Schedule D hereto (or such other form as the Company, and/or the Trustee or the Company’s transfer agent, as applicable, Corporation may prescribe from time to time), ) together with any other evidence reasonably requested by the Company, and/or Trustee or the Company’s transfer agent, as applicableevidence, which evidence may include an opinion of counsel of recognized standing, in form and substance standing reasonably satisfactory to the CompanyCorporation, and the Trustee or the Company’s transfer agent, as applicablerequired by such Trustee, to the effect that the transfer is being made in compliance with Rule 904 applicable Debentures or Shares are no longer required to bear the U.S. Legend under applicable requirements of Regulation Sthe U.S. Securities Act; and provided further provided, further, that, if any Debentures or Common Shares are being sold in accordance with pursuant to Rule 144 under the 1933 Act144, if available, the Debentures or Common Shares, as applicable, may be transferred into an unrestricted CUSIP or the U.S. Legend may be removed by delivery delivering to the Trustee of registrar and transfer agent for the applicable Debentures or Shares an opinion of counsel counsel, of recognized standing, in form and substance standing reasonably satisfactory to the CompanyCorporation, and to the Trustee or the Company’s transfer agent, as applicable, effect that the applicable Debentures or Common Shares are no longer required a restricted CUSIP, if applicable, or to bear the U.S. Legend is no longer required legend under applicable requirements of the 1933 U.S. Securities Act or applicable state securities laws. Provided that the Trustee or, if applicable, the Company’s transfer agent obtains confirmation from the Company Corporation that such counsel is satisfactory to it, it the Trustee shall be entitled to rely on such opinion of counsel without further inquiry.