Common use of U.S. Restrictions Clause in Contracts

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.;

U.S. Restrictions. (1) The Warrants and the Warrant Common Shares issuable on exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf ofof any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares issuable upon exercise of the Warrants, or the certificates representing such Common Shares issuable upon exercise of such Warrants, unless the Warrantholder provides: (i) a written certification that the Warrantholder (i) at the time of exercise of the Warrants is not in the United States; (ii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (iii) did not execute or deliver the exercise form for the Warrants in the United States; and (iv) has in all other aspects complied with the terms of Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Form of Warrant Certificate, as provided for in Schedule “A” hereof); or (ii) a written certification that the Warrantholder is the Original U.S. Purchaser and (i) purchased the Warrants as a part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Form of Warrant Certificate, as provided for in Schedule “A” hereof); or (iii) a written certification that the holder is a U.S. Accredited Investor and has delivered to the Company and the Company’s transfer agent a completed and executed U.S. Warrantholder Letter in substantially the form attached to this Warrant Indenture as Schedule “C”; or (iv) an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the effect that the exercise of the Warrants and the issuance of the Common Shares on exercise thereof are exempt from registration under the U.S. Securities Act and any applicable state securities laws. (2) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.4(1)(ii), 3.4(1)(iii) or 3.4(1)(iv) and, in the case of subsection 3.4(1)(iv), the Company has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Company is reasonably satisfactory to the Company. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.4(1)(iii) or 3.4(1)(iv) shall bear the legend set forth in subsection 3.4(3) of this Indenture. Certificates representing Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.4(1)(i) or 3.4(1)(ii), to the extent not issued in electronic or book-entry form, shall not bear the legend set forth in subsection 3.4(3). Common Shares, issued to, or for the account or benefit of, a U.S. Person that is a U.S. Accredited Investor (and any certificates issued in replacement thereof or a person in the United States unless an exemption from such registration requirements is availablesubstitution therefor) must be issued only in individually certificated form. (a3) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Certificates representing Common Shares issued upon the exercise of any Certificated Warrant Warrants which bear the legend set forth in subsection 2.20 and which are issued and delivered pursuant to subsection 3.4(1)(iii), or 3.4(1)(iv) (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”)") OR UNDER ANY STATE SECURITIES LAWS, OR AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED SOLD 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR ANY (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2C)(i) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION CORPORATION, MUST FIRST BE PROVIDEDPROVIDED TO THE CORPORATION AND THE CORPORATION'S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that" provided, if any such Warrant Common Shares issued on exercise of the Warrants are being sold outside the United States in compliance accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the CorporationCompany’s registrar and transfer agent and Transfer Agent, to the Corporation in the form effect set forth in Schedule “C” or "B" hereto, together with such additional documentation as the Corporation Company may prescribe from time to timereasonably request, or such other evidence which may include the delivery of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the CorporationCompany, that the proposed transfer may be effected without registration under the U.S. Securities Act; provided further, that, that if any such Warrant the Common Shares issued on exercise of the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery delivering to the registrar Company and transfer agent of the Corporation and to the Corporation of its Transfer Agent an opinion of counsel, counsel of recognized standing, standing in form and substance reasonably satisfactory to the CorporationCompany, to the effect that such the legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities lawsAct. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE HARVEST HEALTH & RECREATION 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. (a) The Warrants and the Warrant Common Shares issuable on exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf ofof any U.S. Person unless an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states is available. The Warrant Agent shall not issue or register Common Shares issuable upon exercise of the Warrants, or the certificates representing such Common Shares issuable upon exercise of such Warrants, unless the Warrantholder provides: a written certification that the Warrantholder (i) at the time of exercise of the Warrants is not in the United States; (ii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (iii) did not execute or deliver the exercise form for the Warrants in the United States; and (iv) has in all other aspects complied with the terms of Regulation S (which written certification shall be deemed delivered by checking Box A in the Exercise Form attached to the Form of Warrant Certificate, as provided for in Schedule "A" hereof); or a written certification that the holder is a U.S. Accredited Investor and has delivered to the Company and the Company's transfer agent a completed and executed U.S. Warrantholder Letter in substantially the form attached to this Warrant Indenture as Schedule "C"; or an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company, to the effect that the exercise of the Warrants and the issuance of the Common Shares on exercise thereof are exempt from registration under the U.S. Securities Act and any applicable state securities laws. (b) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the Warrantholder complies with the requirements set forth in subsection 3.4(a)(ii) or 3.4(a)(iii) and, in the case of subsection 3.4(a)(iii), the Company has confirmed in writing to the Warrant Agent that the opinion of counsel and such other evidence required by the Company is reasonably satisfactory to the Company. The certificates representing any Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.4(a)(ii) or 3.4(a)(iii) shall bear the legend set forth in subsection 3.4(b) of this Indenture. Certificates representing Common Shares issued in connection with the exercise of Warrants pursuant to subsection 3.4(a)(i), to the extent not issued in electronic or book-entry form, shall not bear the legend set forth in subsection 3.4(b). Common Shares, issued to, or for the account or benefit of, a U.S. Person that is a U.S. Accredited Investor (and any certificates issued in replacement thereof or a person in the United States unless an exemption from such registration requirements is availablesubstitution therefor) must be issued only in individually certificated form. (ac) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Certificates representing Common Shares issued upon the exercise of any Certificated Warrant Warrants which bear the legend set forth in subsection 2.20 and which are issued and delivered pursuant to subsection 3.4(a)(ii), or 3.4(a)(iii) (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"U.S. SECURITIES ACT”)") OR UNDER ANY STATE SECURITIES LAWS, OR AND THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), THAT SUCH SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED SOLD 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR ANY (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2C)(i) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION CORPORATION, MUST FIRST BE PROVIDEDPROVIDED TO THE CORPORATION AND THE CORPORATION'S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “"GOOD DELIVERY” " IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside " the United States in compliance accordance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and Company's Transfer Agent, to the Corporation in the form effect set forth in Schedule “C” or "B" hereto, together with such additional documentation as the Corporation Company may prescribe from time to timereasonably request, or such other evidence which may include the delivery of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the CorporationCompany, that the proposed transfer may be effected without registration under the U.S. Securities Act; provided further, that, that if any such Warrant the Common Shares issued on exercise of the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery delivering to the registrar Company and transfer agent of the Corporation and to the Corporation of its Transfer Agent an opinion of counsel, counsel of recognized standing, standing in form and substance reasonably satisfactory to the CorporationCompany, to the effect that such the legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities lawsAct. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Subordinate Voting Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice Form attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING PURCHASING SUCH SECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE INC. (THE “CORPORATION”), CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: 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) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144A UNDER THE U.S. SECURITIES ACT144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASEBOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR , (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, AND, IN THE CASE OF TRANSFERS PURSUANT TO (C)(2C)(1) OR AND (D) ABOVE, A LEGAL AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION FROM OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDEDTO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided Provided that, if any such Warrant Shares securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and or applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the state securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Subordinate Voting Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice Form attached as Schedule “"B” " hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INCTRULIEVE CANNABIS CORP. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDEDPROVIDED TO ODYSSEY TRUST COMPANY AND TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided Provided that, if any such Warrant Shares securities are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “"C” " or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Subordinate Voting Shares issued upon the exercise of Warrants any Warrant at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the state securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Subordinate Voting Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice Form attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE INCTRULIEVE CANNABIS CORP. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE 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 (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; , OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDEDPROVIDED TO ODYSSEY TRUST COMPANY AND TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided Provided that, if any such Warrant Shares securities are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Subordinate Voting Shares issued upon the exercise of Warrants any Warrant at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.

U.S. Restrictions. The Warrants Debenture (which for greater certainty includes the underlying Shares, Warrants, and Warrant Shares) has not been registered (and the Warrant Shares have not been and will not be registered Company has no intention to register the Debenture or the underlying securities in the future) under the U.S. United States Securities Act of 1933, as amended or the securities laws of any state of the United States, and . The certificate(s) or DRS advice statement(s) representing the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, Securities will bear a U.S. Person or a person legend in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear substantially the following legendform as required: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, AGREES FOR THE BENEFIT OF COLUMBIA CARE HYBRID POWER SOLUTIONS INC. (THE “CORPORATIONCOMPANY”), ) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY: TRANSFERRED ONLY (A) TO THE CORPORATIONCOMPANY; (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 REGULATIONSACT; OR (C) IN COMPLIANCE ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE ANY OTHER REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE EXEMPTION EVIDENCED BY AN OPINION OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY ACCEPTABLE TO THE CORPORATION MUST FIRST BE PROVIDEDCOMPANY AND THE TRANSFER AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADACANADA OR ELSEWHERE. A NEW CERTIFICATE BEARING NO LEGEND, 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 A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF SEC REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAW.” provided that, if any such Warrant Shares are being sold outside The certificate(s) or DRS advice statement(s) representing the United States Warrants (and all securities issued in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, exchange therefor or in another transaction that does not require registration under substitution thereof) may also bear a legend in substantially the following form as required: “THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SUBSCRIPTION RECEIPT WARRANTS AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. Securities Act and applicable state securities lawsPERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.”

U.S. Restrictions. The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (a) Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant Certificate hereto and in the Exercise Notice attached thereto. (b) Warrant Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A of the Exercise Notice attached as Schedule “B” hereto shall be issued in certificated form and, upon such issuance, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF COLUMBIA CARE 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 WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” provided that, if any such Warrant Shares are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer agent and to the Corporation in the form set forth in Schedule “C” or as the Corporation may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation; provided further, that, if any such Warrant Shares are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws. (c) Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument, the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Warrant Shares issued upon exercise of Warrants at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with U.S. securities laws.