FORM 2F CPC ESCROW AGREEMENT THIS AGREEMENT is made as of the 16th day of June, 2017 AMONG:Escrow Agreement • February 5th, 2019 • Flowr Corp • Alberta
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
Amended and Restated Agreement Among The Flowr Group (Okanagan) Inc. (Formerly known as Cannatech Plant Systems Inc.) And The Flowr Canada Holdings ULC (Formerly known as The Flowr Cannabis ULC) And Hawthorne Canada LimitedAmended and Restated Agreement • May 28th, 2019 • Flowr Corp • Medicinal chemicals & botanical products • British Columbia
This Amended and Restated Agreement (“Agreement”) is made this 14th day of December, 2018 (the “Effective Date”) by and between The Flowr Canada Holdings ULC (Formerly known as The Flowr Cannabis ULC), an unlimited liability company existing under the laws of the Province of British Columbia having a place of business at 100 Allstate Parkway, Suite 201, Markham, ON L3R 9R9 (hereinafter “Flowr”), The Flowr Group (Okanagan) Inc. (Formerly known as Cannatech Plant Systems Inc.), a British Columbia corporation having a place of business at Kelowna BC (hereinafter “The LP”), and Hawthorne Canada Limited, a Canadian corporation having a place of business at 2000 Argentia Road, Plaza 2, Suite 300, Mississauga, ON L5N 1V8 (hereinafter “Hawthorne”).
THE FLOWR CORPORATION as Purchaser and PLEIADES TRADING LTD. and DFT TRADING LIMITED as Vendors and PLEIADES HOLDINGS LTD. and DFT HOLDINGS LIMITED and PETER COMERFORD and PAURIC DUFFY as GuarantorsShare Purchase Agreement • July 12th, 2019 • Flowr Corp • Medicinal chemicals & botanical products • Ontario
DFT TRADING LIMITED, a corporation existing under the laws of Malta (“Pauric Holdco”, and together with Peter Holdco, the “Vendors” and each, a “Vendor”)
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 12th, 2019 • Flowr Corp • Medicinal chemicals & botanical products • Ontario
AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT is made this 10th day of September, 2018Business Combination Agreement • February 5th, 2019 • Flowr Corp • Ontario
THE FLOWR CORPORATION and THE NEEDLE CAPITAL CORP. and 2652253 ONTARIO INC. BUSINESS COMBINATION AGREEMENT August 27, 2018Business Combination Agreement • February 5th, 2019 • Flowr Corp • Ontario
THIS AGREEMENT is made as of August 27, 2018, between THE FLOWR CORPORATION ("Flowr"), a corporation incorporated under the laws of the Province of Ontario, THE NEEDLE CAPITAL CORP. ("Needle"), a corporation incorporated under the laws of the Province of Alberta and 2652253 ONTARIO INC. ("Subco"), a corporation incorporated under the laws of the Province of Ontario (each a "Party" and collectively, the "Parties").
AMENDED & RESTATED SHARE PURCHASE AND SUBSCRIPTION AGREEMENTShare Purchase and Subscription Agreement • May 28th, 2019 • Flowr Corp • Medicinal chemicals & botanical products • Ontario
This AMENDED & RESTATED SHARE PURCHASE AND SUBSCRIPTION AGREEMENT is dated as of May 8, 2019 among Holigen Holdings Limited, a company incorporated under the laws of Malta with a company registration number C87034 and having its registered address at Lara Buildings, Level I, Guzeppi Calleja Street, Iklin, IKL 1264, Malta (the “Company”), Holigen Limited, a private limited liability company incorporated under the laws of Malta with company registration number C87049 and having its registered address at Lara Buildings, Level 1, Guzeppi Calleja Street, Iklin, IKL 1264, Malta (“Holigen Sub”), The Flowr Corporation, a corporation incorporated under the laws of the Province of Ontario (“Flowr”), DFT Trading Limited, a corporation existing under the laws of Malta (“Pauric Holdco”), DFT Holdings Limited, a corporation existing under the laws of Malta (“Pauric Topco”) and Pauric Duffy, an individual residing in the City of Sintra, Portugal.
