0001062993-19-000492 Sample Contracts

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).

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AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS AMENDMENT is made this 10th day of September, 2018
Business 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, 2018
Business 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").

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