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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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 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, as well as the Common such Initial Debentures and all Subordinate Voting 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 2.15(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 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”): ): (a) “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 BBTV 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 (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 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.” (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if availableapplicable, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws. (3) Notwithstanding subsection 2.15(1), to the extent that a Qualified Institutional Buyer acquiring the Initial Debentures pursuant to the Offering has duly executed and delivered a U.S. Purchaser Letter substantially as set forth in Schedule F, such Initial Debentures shall be included in the Unrestricted Debentures, and any Subordinate Voting Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. All Securities issued pursuant to Rule 144A under the 1933 Act shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) Prior to the Company; issuance of the Notes, the Corporation shall notify the Trustee, in writing, concerning which Notes are to be included in the Restricted Notes which shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Notes or such beneficial interests which are included in the Restricted Notes. (ii3) outside Notwithstanding the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Actforegoing, if available, or (B) all Notes issued pursuant to Rule 144A under the 1933 ActAct that have been delivered to QIB Holders that have delivered an executed Qualified Institutional Buyer Letter as set forth in Schedule E, if availabletogether with any other evidence reasonably requested by the Corporation or the Trustee, andshall be issued in the name of CDS as Unrestricted Uncertificated Notes (unless the Corporation advises the Trustee otherwise). All Common Shares issued upon conversion of such Notes held by QIB Holders shall also be issued in the name of CDS in uncertificated form without a U.S. Legend (unless the Corporation advises the Trustee otherwise). For greater certainty, in each case, Schedule C and Schedule D are not applicable to the Notes originally issued to QIB Holders. (4) The Trustee shall be entitled to request any other documents that it may require in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under its internal policies for the 1933 Act or any applicable state securities lawsremoval of the legend set forth above.

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 In addition 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 any other resale restrictions that term in Rule 144(a)(3) under the 1933 Act, and may be issued imposed, any Target Shareholder who is a U.S. Person will receive Issuer Consideration Shares in certificated form, and, until exchange for such time as the same is no longer required under applicable requirements of the 1933 Act or state securities laws, shall Target Shareholder’s Target Shares which will bear a legend substantially in the following legend (the form: “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 HEREOFSECURITIES LAWS, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), THAT SUCH SECURITIES AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED 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) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH THE AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) ACT, INCLUDING RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, OR . THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D) IN ANOTHER TRANSACTION ), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT DOES NOT REQUIRE SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY AND 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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.”

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.”

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”): 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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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 executed form of “Declaration for Removal of Legend” as set forth in Schedule “B” to the Notes, issue a new certificate within five Business Days thereof; (b) If a Note or a Common Share certificate issued with respect to a conversion of Notes is tendered for transfer and bears the legend set forth in this section and the holder thereof has not obtained the prior written consent of the Corporation, the Trustee or, if applicableor the transfer agent of the Corporation, the CompanyTrustee shall not register such transfer unless the holder complies with the requirements hereof. (c) Each Note originally issued to every Noteholder, as well as all certificates issued in exchange for or in substitution of the Note shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (i) THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE DATE THE ISSUER FIRST BECAME A REPORTING ISSUER IN ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND SASKATCHEWAN, IF THE ISSUER IS A SEDAR FILER; AND (ii) THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASER OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.” provided that if, at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable or should be changed under any Securities Laws, or the holder of any such legended certificate, at the holder’s transfer agent obtains confirmation from expense, provides the Company Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel reasonably satisfactory to the Corporation) to the effect that such counsel legend is satisfactory not required, such legended certificate may thereafter be surrendered to itthe Corporation in exchange for a certificate that does not bear such legend. (d) The Trustee shall have no obligation to ensure or to verify compliance with any applicable laws or regulatory requirements on the issue, it conversion or transfer of any Notes or any Common Shares issuable upon the conversion of a Note, provided that such issue, exercise or transfer, as the case may be, is effected in accordance with the terms of this Indenture. The Trustee shall be entitled to rely process all proffered transfers and converts of Notes upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements. The Trustee may assume for the purposes of this Indenture that any address on such opinion the register of the Noteholders is the holder’s actual address. The Trustee shall have no obligation to ensure that legends appearing on Note certificates or certificates representing Common Shares issued upon the conversion of Notes comply with regulatory requirements or securities laws of any applicable jurisdiction. Unless and until it is advised in writing by the Corporation or its counsel without further inquiry. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States Corporation is no longer a “foreign issuer” as defined in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration rule 902 under the 1933 Act provided by (A) Rule 144 U.S. Securities Act, the Trustee shall be entitled to assume that the Corporation Company is a “foreign issuer” as defined in rule 902 under the 1933 U.S. Securities Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws.

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 U.S. Securities Act or any state securities laws. Subject to Section 2.15(3), all Initial To the extent that Debentures originally issued are offered and sold to U.S. Purchasers in the United States in reliance on exemptions from the registration requirements of the U.S. Securities Act (including, for greater certainty, Section 4(a)(2) under the 1933 ActU.S. Securities Act and/or Rule 506(b) of Regulation D, as well as the or Rule 144A, if available), such Debentures and all Common Shares issuable upon conversion, redemption or maturity on conversion thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 U.S. Securities Act. Subject to Section 2.15(3), and may such Debentures, as well as all securities issued in exchange for or in substitution of such Debentures, shall be issued in certificated formas Restricted Uncertificated Debentures or Restricted Physical Debentures, and, until such time as the same is no longer required under applicable requirements of the 1933 U.S. Securities Act or U.S. state securities laws, shall bear the following legend (the “U.S. Legend”): ): (a) “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 OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FLOWER ONE HOLDINGS INC. (THE “CORPORATION”), COMPANY THAT SUCH THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY ONLY: (A) TO THE CORPORATION, COMPANY; (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, ACT; (C) IN COMPLIANCE ACCORDANCE 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, AND IN EACH CASE, IN ACCORDANCE COMPLIANCE WITH ANY APPLICABLE U.S. STATE SECURITIES LAWS, ; OR (D) IN ANOTHER A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR AND 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 COMPANY 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] COMPANY 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.” (2) The parties hereto hereby acknowledge and agree that the Securities Debentures issued as restricted securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 U.S. Securities Act provided by (A) Rule 144 under the 1933 U.S. Securities Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, and in accordance with applicable U.S. state securities laws; or (iv) in a another transaction that does not require registration under the 1933 U.S. Securities Act or any applicable U.S. state securities laws. (3) Notwithstanding subsection 2.15(1), provided that an original U.S. Purchaser of Debentures is a Qualified Institutional Buyer and has duly executed and delivered a Qualified Institutional Buyer Letter substantially in the form set forth in Schedule F (or as the Corporation or the Trustee may prescribe from time to time), such Debentures shall be included in the Unrestricted Debentures, and any Common Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend; provided, however, that such Debentures and the underlying Common Shares shall be subject to the Restricted Security Agreements as defined and set forth in the Qualified Institutional Buyer Letter. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. All Securities issued pursuant to Rule 144 under the U.S. Securities Act shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures or such beneficial interests which are included in the Restricted Debentures.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) Prior to the Company; issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures or such beneficial interests which are included in the Restricted Debentures. (ii3) outside Notwithstanding the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Actforegoing, if available, or (B) all Debentures issued to Initial QIB Holders pursuant to Rule 144A under the 1933 ActAct shall not be issued as Restricted Debentures bearing the U.S. Legend, if availablebut shall be issued as Unrestricted Uncertificated Debentures (unless the Corporation advises the Trustee otherwise). All Common Shares issued upon conversion of such Debentures held by Initial QIB Holders shall also be issued in uncertificated form without a U.S. Legend (unless the Corporation advises the Trustee otherwise). For greater certainty, andSchedules “D”, in each case, in accordance with “E” and “F” are not applicable state securities laws; or (iv) in a transaction that does not require registration under to the 1933 Act or any applicable state securities lawsDebentures originally issued to Initial QIB Holders.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if availableapplicable, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws. (3) Notwithstanding subsection 2.13(1), to the extent that a Qualified Institutional Buyer acquiring the Initial Debentures pursuant to the Offering has duly executed and delivered a U.S. Purchaser Letter substantially as set forth in Schedule F, such Initial Debentures shall be included in the Unrestricted Debentures, and any Common Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. All Securities issued pursuant to Rule 144A under the 1933 Act shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures.

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. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws. (3) Notwithstanding subsection 2.15(1), provided that a Qualified Institutional Buyer acquiring the Initial Debentures pursuant to the Offering has duly executed and delivered a Qualified Institutional Buyer Letter, such Initial Debentures shall be included in the Unrestricted Debentures, and any Subordinate Voting Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend; provided, however, that such Initial Debentures and the underlying Subordinate Voting Shares shall be subject to the Restricted Security Agreements as defined and set forth in the Qualified Institutional Buyer Letter. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures.

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. (2b) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States except in accordance with Regulation S the requirements of this Section 2.10. (c) Notwithstanding Section 2.10(a) and Section 2.10(d), to the extent that a Qualified Institutional Buyer acquiring Debentures pursuant to the Offering has duly executed and delivered a Qualified Institutional Buyer Letter substantially as set forth in compliance with applicable local laws Schedule F, such Debentures shall be included in the Unrestricted Global Debenture, and regulations; any Shares issued to such Qualified Institutional Buyer upon conversion of such Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (iiid) in compliance with Prior to the exemption from registration under issuance of the 1933 Act provided by (A) Rule 144 under Debentures, the 1933 Act, if available, or (B) Rule 144A under Corporation shall notify the 1933 Act, if available, andTrustee, in each casewriting, concerning which Debentures are to be issued as Restricted Physical Debentures which shall bear the U.S. Legend. Debentures issued to U.S. Purchasers that have provided a Qualified Institutional Buyer Letter in accordance with applicable state securities laws; or (iv) the form of Schedule F shall not be issued as Restricted Physical Debentures. All Securities issued to U.S. Purchasers that have not provided a Qualified Institutional Buyer Letter in the form of Schedule F shall bear the U.S. Legend. The Trustee will thereafter maintain a transaction that does not require registration under the 1933 Act or any applicable state securities lawslist of all registered holders from time to time of such legended Debentures.

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 U.S. Securities Act or any U.S. 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 ActU.S. Securities Act and applicable U.S. states securities laws, as well as the Common Shares issuable upon conversion, redemption or maturity conversion thereof, shall be “restricted securities” within the meaning assigned to that term in Rule 144(a)(3) under the 1933 U.S. Securities 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 U.S. state securities laws, shall bear the following legend (the “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures addand if Debentures, the following shall be added: AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOFHEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES U.S. 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”), CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED 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 ACCORDANCE WITH APPLICABLE ALL LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH PURSUANT TO THE EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF 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) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWSLAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, AND IN THE CASE OF (C)(iC) OR (D) ABOVE), AFTER THE SELLER FURNISHES HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF RECOGNIZED STANDING EXEMPTION 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 EFFECTCORPORATION. [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 EXCHANGE.] EXCHANGES IN CANADA. provided that that, if the any of such Debentures or Common Shares are being sold outside the United States 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 (as defined in Rule 902(e) 902 of Regulation S S) at the time of the original sale or issuance of such Securities, the Debentures or Common Shares, as applicable, such Securities may be transferred to an unrestricted CUSIP or the U.S. Legend legend set forth above may be removed by providing a declaration to the Trustee or the Company’s Corporation and its transfer agentagent for such Securities, as applicable, substantially as set forth in paragraph Section 2 of Schedule D attached hereto (or in 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); and provided, together further, that, if such Securities are being sold otherwise than in accordance with any Rule 904 of Regulation S and other evidence reasonably requested than to the Corporation, the legend may be removed by delivery to the Company, and/or Trustee or the Company’s Corporation and its transfer agent, as applicable, which evidence may include agent for such Securities of an opinion of counsel of recognized standing, standing or other evidence of exemption in form and substance reasonably satisfactory to the Company, and the Trustee or the Company’s transfer agent, as applicable, to the effect Corporation 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 applicable requirements of the 1933 U.S. Securities Act or applicable U.S. 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. (2) The parties hereto hereby acknowledge and agree that the Securities Initial Debentures originally issued and sold to U.S. Purchasers that are U.S. Accredited Investors (but not Qualified Institutional Buyers), and the Common Shares issuable upon conversion thereof, may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from the registration under requirements of the 1933 U.S. Securities Act provided by (A) Rule 144 under the 1933 Actthereunder, if available, or (B) Rule 144A under the 1933 Act, if available, and, in each case, and in accordance with any applicable U.S. state securities laws; or (iv) in a another transaction that does not require registration under the 1933 U.S. Securities Act or any applicable U.S. state securities laws. (3) Notwithstanding Section 2.15(1), provided that a Qualified Institutional Buyer has acquired the Initial Debentures pursuant to the Offering and has duly executed and delivered the Certificate of Qualified Institutional Buyer executed and delivered by the Qualified Institutional Buyer with the subscription agreement used in connection with the Offering, such Initial Debentures shall be included in the Unrestricted Debentures, and any Common Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures. The Initial Debentures issued to U.S. Purchasers that are U.S. Accredited Investors and not Qualified Institutional Buyers shall be issued as Restricted Physical Debentures.

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, 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 2.15(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 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”): ): (a) “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 AURORA CANNABIS 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 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.” (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if availableapplicable, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws. (3) Notwithstanding subsection 2.15(1), to the extent that a Qualified Institutional Buyer acquiring the Initial Debentures pursuant to the Offering has duly executed and delivered a U.S. Purchaser Letter substantially as set forth in Schedule F, such Initial Debentures shall be included in the Unrestricted Debentures, and any Common Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. All Securities issued pursuant to Rule 144A under the 1933 Act shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures.

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, 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 2.15(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 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”): ): (a) “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 AURORA CANNABIS 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 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.” (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the CompanyCorporation; (ii) outside the United States in accordance with Regulation S and in compliance with applicable local laws and regulations; (iii) in compliance with the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, or (B) Rule 144A under the 1933 Act, if availableapplicable, and, in each case, in accordance with applicable state securities laws; or (iv) in a transaction that does not require registration under the 1933 Act or any applicable state securities laws. (3) Notwithstanding subsection 2.15(1), to the extent that a Qualified Institutional Buyer acquiring the Initial Debentures pursuant to the Offering has duly executed and delivered a U.S. Purchaser Letter substantially as set forth in Schedule F, such Initial Debentures shall be included in the Unrestricted Debentures, and any Common Shares issued to such Qualified Institutional Buyer upon conversion of such Initial Debentures shall neither be required to be issued under a restricted CUSIP nor bear a U.S. Legend. (4) Prior to the issuance of the Debentures, the Corporation shall notify the Trustee, in writing, concerning which Debentures are to be included in the Restricted Debentures which shall bear the U.S. Legend. All Securities issued pursuant to Rule 144A under the 1933 Act shall bear the U.S. Legend. The Trustee will thereafter maintain a list of all registered holders from time to time of such legended Debentures.

U.S. Legend. (1a) The Debentures Subscription Receipt Agent understands and acknowledges that the Subscription Receipts, the Common Shares and the Common Shares Share Purchase Warrants issuable upon conversion thereof (collectivelyof the Subscription Receipts, as well as the “Securities”) Listed Common Shares, have not been and will not be registered under the 1933 Act or any state securities laws. Subject ; provided, however, that such understanding and acknowledgement shall not detract from or in any way lessen or diminish the obligations of the holders thereof, and the transferors and transferees of such securities to Section 2.15(3)comply with all applicable laws with respect to the transfer, all Initial Debentures trade, disposition, sale or acquisition of such securities. (b) Each Subscription Receipt Certificate originally issued and sold to a 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 ActPurchaser, and may be issued in certificated form, and, until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable state securities lawslaws and regulations, certificates representing the Subscription Receipts and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend (the “U.S. Legend”): THE SECURITIES REPRESENTED HEREBY [for Debentures add: “THIS SUBSCRIPTION RECEIPT AND THE SECURITIES ISSUABLE DELIVERABLE UPON CONVERSION THEREOF] EXERCISE 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 APPLICABLE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SUBSCRIPTION RECEIPT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SUBSCRIPTION RECEIPT AND SECURITIES ISSUABLE UPON EXERCISE OF THIS SUBSCRIPTION RECEIPT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS SUBSCRIPTION RECEIPT MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN AND OTHER APPLICABLE LOCAL LAWS AND REGULATIONS, OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HEREOFHAS, IN THE CASE OF ANY TRANSFER PURSUANT TO THIS CLAUSE (C), PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY PURCHASING SUCH SECURITIESREGULATION S UNDER THE 1933 ACT.” and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws and regulations, AGREES FOR certificates representing the Listed Common Shares OR Listed Common Shares issuable upon the exercise of the Common Share Purchase Warrants (to the extent they are derived from Subscription Receipts or Common Share Purchase Warrants which bear the U.S. Legend) and all securities issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE BENEFIT SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF FLOWER ONE HOLDINGS INC. 1933, AS AMENDED (THE “CORPORATION1933 ACT”), THAT SUCH ) OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY, (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 LOCAL LAWS AND REGULATIONS, OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES 1933 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) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES 1933 ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, ANDAND THE HOLDER HAS, IN THE CASE OF ANY TRANSFER PURSUANT TO THIS CLAUSE (C)(i) OR (D) ABOVEC), AFTER THE SELLER FURNISHES PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION COMPANY AND [for Debentures add: THE TRUSTEE] [for Common Shares issuable upon conversion add: COMPANY’S 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 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 until such 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 same is no longer required under applicable requirements of the 1933 Act or applicable state securities lawslaws and regulations, certificates representing the Common Share Purchase Warrants (to the extent they are derived from Subscription Receipts which bear the U.S. Legend) and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES. Provided THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THIS WARRANT MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, IN THE CASE OF ANY TRANSFER PURSUANT TO THIS CLAUSE (C), PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.” “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.” provided, that if any of the securities are being sold under clause (B) above, at a time when the Company is a “foreign issuer,” as defined in Rule 902 under the 1933 Act, any such legend may be removed by providing a declaration to the Company and Equity Transfer & Trust Company in the form attached hereto as SCHEDULE D or such other evidence as the Company or its transfer agent (or warrant agent, as applicable) may from time to time prescribe to the effect that the Trustee or, if applicable, sale of the Company’s transfer agent obtains confirmation from the Company that such counsel securities is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry. (2) The parties hereto hereby acknowledge and agree that the Securities may not be reoffered, or resold, pledged or otherwise transferred except: (i) to the Company; (ii) outside the United States in accordance with Regulation S and being made in compliance with applicable local laws and regulationsRule 904 of Regulation S under the 1933 Act; (iii) in compliance with provided further, that if any of the Listed Common Shares or Listed Common Shares issuable upon the exercise of the Common Share Purchase Warrants are being sold pursuant to the exemption from registration under the 1933 Act provided by (A) Rule 144 under the 1933 Act, if available, thereunder or (B) Rule 144A under the 1933 Act, if available, and, in each case, in accordance with applicable state securities laws; or (iv) in a another transaction that does not require registration under the 1933 Act, the legend may be removed by delivery to the Company’s transfer agent of an opinion of counsel, of recognized standing, satisfactory to the Company and its transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or any applicable state securities laws.