0001493152-22-001514 Sample Contracts

LOAN AGREEMENT
Loan Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

THIS LOAN AGREEMENT dated as of December 10, 2021, is made by and between Fire & Flower Holdings Corp., a corporation organized and existing under the laws of Canada, as the borrower (together with its permitted successors and assigns, the “Borrower”), and 2707031 Ontario Inc., a corporation organized and existing under the laws of the Province of Ontario, as the lender (together with its successors and assigns, the “Lender”).

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April 21 , 2020
Fire & Flower Holdings Corp. • January 19th, 2022 • Alberta

ATB Financial has approved and offers the credit facilities on the terms and conditions described in the attached Commitment Letter and accompanying schedules (this “Agreement”) on and subject to the terms and conditions set forth in this Agreement.

PURCHASE OPTION AGREEMENT
Purchase Option Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

AND: GEORGE SCORSIS, an individual resident in the Province of Ontario (in his capacity as Representative (as defined herein))

AMENDMENT AGREEMENT
Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

FIRE & FLOWER HOLDINGS CORP., a corporation existing under the laws of Canada and having its registered office in the City of Toronto, in the Province of Ontario (hereinafter referred to as the “Corporation”);

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Rights Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

WHEREAS the Investor and the Issuer are parties to that certain investor rights agreement dated August 7, 2019 (the “Original Investor Rights Agreement”);

INTELLECTUAL PROPERTY AND TRADEMARK LICENSE AGREEMENT
Intellectual Property and Trademark License Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

THIS INTELLECTUAL PROPERTY AND TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into as of the 22nd day of February, 2021 (the “Effective Date”). BETWEEN:

SUBSCRIPTION RECEIPT AGREEMENT
Subscription Receipt Agreement • January 19th, 2022 • Fire & Flower Holdings Corp. • Ontario

WHEREAS the Corporation proposes to create, issue and sell on a private placement basis 8,200 Subscription Receipts at a price of $1,000 per Subscription Receipt, with each Subscription Receipt representing the right of the holder thereof to acquire one (1) $1,000 principal amount Convertible Debenture, upon satisfaction of the Escrow Release Conditions;

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