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48North Cannabis Corp. — Capital/Financing Update 2021
Sep 1, 2021
46753_rns_2021-09-01_5c5fa2d2-6555-413f-b6ea-9ffa9d9ef87c.pdf
Capital/Financing Update
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48NORTH CANNABIS CORP.
and
HEXO CORP.
and
COMPUTERSHARE TRUST COMPANY OF CANADA
FIRST SUPPLEMENTAL WARRANT INDENTURE
Supplementing the Warrant Indenture Dated as of April 16, 2021
FIRST SUPPLEMENTAL WARRANT INDENTURE
THIS FIRST SUPPLEMENTAL WARRANT INDENTURE made as of the 1st day of September, 2021.
AMONG:
48NORTH CANNABIS CORP. , a company existing under the laws of Canada
("48North")
- and -
HEXO CORP. , a corporation existing under the laws of the Province of Ontario
("HEXO")
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COMPUTERSHARE TRUST COMPANY OF CANADA , a trust company existing under the laws of Canada
(the "Warrant Agent")
WHEREAS, 48North entered into a warrant indenture dated as of April 16, 2021 (the " Indenture ") with the Warrant Agent providing for the issue of up to 27,600,000 common share purchase warrants of 48North (the " Warrants ") with each whole Warrant exercisable to acquire one common share of 48North (each, a " 48North Share ") at an exercise price of C$0.26 per 48North Share at any time prior to 5:00 p.m. (Toronto time) on April 16, 2023;
AND WHEREAS, effective as of 12:01 a.m. on September 1, 2021 (the " Arrangement Effective Date "), HEXO acquired all of the issued and outstanding 48North Shares pursuant to a statutory plan of arrangement under the Canada Business Corporations Act (the " Plan of Arrangement "), pursuant to which the holders of 48North Shares received 0.02366 of a common share of HEXO for each 48North Share held (the " HEXO Share Consideration "), subject to and in accordance with the Plan of Arrangement;
AND WHEREAS, the Plan of Arrangement constitutes a capital reorganization pursuant to the provisions of the Indenture (and in particular, Section 4.1(d) of the Indenture) such that, following the Arrangement Effective Date, upon exercise of the Warrants, a holder is entitled to receive, and shall accept in lieu of each 48North Share to which such holder was previously entitled upon exercise, the HEXO Share Consideration (for greater certainty, following the Arrangement Effective Date, each Warrant will become exercisable for 0.02366 of a Common Share (as defined herein));
AND WHEREAS, the provisions of the Indenture (and in particular Section 4.1(d) and Article 8 of the Indenture) provide that, upon the happening of a capital reorganization, a supplemental indenture setting forth the adjustments required as a result of the capital reorganization shall be entered into pursuant to the provisions of the Indenture;
AND WHEREAS, the parties hereto are therefore desirous of executing and delivering this first supplemental warrant indenture which is a supplemental warrant indenture for the purposes of the Indenture (this " Supplemental Warrant Indenture ");
AND WHEREAS, HEXO has agreed to execute and deliver this Supplemental Warrant Indenture to, among other things, evidence its agreement to assume the Warrants and to deliver, upon valid exercise by a holder of the Warrants, the HEXO Share Consideration;
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AND WHEREAS the foregoing recitals are made as representations of 48North and HEXO, and not by the Warrant Agent.
NOW THEREFORE THIS SUPPLEMENTAL WARRANT INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby covenanted, agreed and declared as follows:
ARTICLE 1 INTERPRETATION
1.1 To Be Read With Indenture
This Supplemental Warrant Indenture is supplemental to the Indenture and the Indenture shall henceforth be read in conjunction with this Supplemental Warrant Indenture and all provisions of the Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Indenture and of this Supplemental Warrant Indenture were contained in one instrument. Except as specifically amended by this Supplemental Warrant Indenture, all other terms and conditions of the Indenture shall remain in full force and unchanged.
On and after the date hereof, each reference to the Indenture, as amended by this Supplemental Warrant Indenture, " this Warrant Indenture ", " this Indenture ", " herein ", " hereby ", and similar references, and each reference to the Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Indenture as amended hereby.
1.2 Definitions
All terms which are defined in the Indenture and are used but not defined in this Supplemental Warrant Indenture shall have the meanings ascribed to them in the Indenture as such meanings may be amended or supplemented with respect to the Warrants by this Supplemental Warrant Indenture. In the event of any inconsistency between the meaning given to a term in the Indenture and the meaning given to the same term in this Supplemental Warrant Indenture, the meaning given to the term in this Supplemental Warrant Indenture shall prevail to the extent of the inconsistency.
1.3 Headings, etc.
The division of this Supplemental Warrant Indenture into articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless the context otherwise requires, " this Supplemental Warrant Indenture", "hereto", "hereby", "hereunder", "hereof", "herein " and similar expressions refer to this Supplemental Warrant Indenture and not to any particular article, section, subsection, paragraph or other portion hereof, and include any and every instrument which amends this Supplemental Warrant Indenture or is supplemental or ancillary hereto or in implementation hereof.
ARTICLE 2 AMENDMENTS TO INDENTURE
2.1 Exchange Basis
Each of 48North, HEXO and the Warrant Agent hereby acknowledge and agree that, as and from the date hereof, in accordance with the terms of the Indenture and as a result of the Plan of Arrangement, any Warrantholder who exercises that holder's right to receive 48North Shares pursuant to the Warrant(s) shall be entitled to receive, and shall accept in lieu of the number of 48North Shares to which such holder was previously entitled upon such exercise and for the same consideration, the HEXO Share Consideration, subject to adjustment in accordance with the terms of the Indenture. HEXO hereby covenants, acknowledges and agrees that, as and from the Arrangement Effective Date, HEXO shall make available
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or cause to be made available the Common Shares in accordance with and subject to the terms of the Indenture and this Supplemental Warrant Indenture (for greater certainty, following the Arrangement Effective Date, each Warrant will become exercisable for 0.02366 of a Common Share).
2.2 Express Assumption of Rights, Duties and Obligations
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(a) HEXO covenants, acknowledges and agrees that, as and from the date hereof, it is bound by the provisions of the Indenture and shall cause 48North to comply with all covenants and obligations contained in the Indenture to be performed by 48North.
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(b) Each of 48North and HEXO agree to do, execute and deliver all such further acts, instruments and documents as may be necessary to give effect to the transfer, assignment and assumption herein provided for.
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(c) 48North covenants, acknowledges and agrees to promptly remit to HEXO the Exercise Price per Warrant validly exercised upon receipt of payment thereof (or, alternatively in lieu thereof at HEXO’s direction, to cause the Exercise Price per Warrant payable upon the valid exercise thereof to be paid or made payable directly to HEXO).
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(d) Notwithstanding any of the foregoing, the resignation, discharge, appointment, transfers, assignments and other agreements provided for herein will not be effective unless this Supplemental Warrant Indenture has been executed by all of the parties hereto, whether upon the original instrument, by facsimile or in counterparts, or any combination thereof, and unless all preconditions to such resignation, discharge, appointment, transfers, assignments and other agreements as may be set forth in the Indenture have been fulfilled.
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(e) Notwithstanding anything in the Indenture, 48North, HEXO and the Warrant Agent hereby confirm that no Warrants shall be issued following the Arrangement Effective Date without the prior written consent of HEXO.
2.3 Specific Amendments
Effective as of the Arrangement Effective Date, the following specific amendments are made to the following provisions of the Indenture:
- (a) The following recital of the Indenture is hereby deleted in its entirety:
"Each Warrant entitles the holder thereof to purchase, subject to adjustment in certain events, one Common Share (as defined below) at a price of $0.26 at any time prior to 5:00 p.m. (Toronto time) on April 16, 2023;"
and replaced with the following:
"Each Warrant entitles the holder thereof to purchase, subject to acceleration and adjustment in certain events, 0.02366 of a Common Share (as defined below) at a price equal to the Exercise Price (as defined below) at any time prior to 5:00 p.m. (Toronto time) on April 16, 2023;"
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(b) Any and all references to “TSXV” in the Indenture are deleted and replaced by references to “TSX”.
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(c) Section 1.1 of the Indenture is amended by:
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(1) Adding the following definition of " Arrangement Effective Date ":
- " Arrangement Effective Date " means September 1, 2021.
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(2) Deleting the definition of " Common Shares " and replacing it with the following:
" Common Shares " means, subject to Article 4, fully paid and non-assessable common shares in the capital of HEXO Corp. as presently constituted.
- (3) Deleting the definition of " Exercise Price " and replacing it with the following:
" Exercise Price " at any time means the price at which 0.02366 of a Common Share may be purchased by the exercise of a whole Warrant, which at the Arrangement Effective Date is $0.26, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Article 4 hereof.
- (4) Adding the following definition of " HEXO ":
" HEXO " means HEXO Corp., a company existing under the laws of Ontario.
- (5) Adding the following definition of “HEXO’s Transfer Agent”:
“HEXO’s Transfer Agent” means TSX Trust Company.
- (6) Adding the following definition of “Plan of Arrangement”:
“Plan of Arrangement” means the plan of arrangement attached hereto as Schedule "D", as amended, modified or supplemented from time to time in accordance with the terms thereof.
- (7) Deleting the definition of “TSXV” and replacing it with the following:
“ TSX ” means the Toronto Stock Exchange;
- (8) Deleting the definition of "Units" and replacing it with the following:
" Units " means units of the Corporation, with each Unit comprised of one common share in the capital of the Corporation and one Warrant, of which the Warrants comprise a part;
- (9) Deleting the definition of " Warrants " and replacing it with the following:
" Warrants " means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, each to be issued and Authenticated hereunder as a Certificated Warrant or Uncertificated Warrant, with each Warrant entitling the holder thereof to purchase 0.02366 of a Common Share (subject to adjustment as herein provided) per Warrant at the Exercise Price prior to the Expiry Time; and
- (d) Section 2.2(1) of the Indenture is deleted and replaced with the following:
Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Article 4, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire 0.02366 of a Common Share upon payment of the Exercise Price in cash.
- (e) Section 2.2(2) of the Indenture is deleted and replaced with the following:
No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional
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Common Shares that HEXO may otherwise be required to issue upon exercise of Warrants pursuant to Section 3.1 shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Common Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.
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(f) Section 2.3 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(g) Section 2.9(2) of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(h) Section 2.12(3) of the Indenture is deleted and replaced with the following:
Subject to the provisions of this Indenture and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by HEXO upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation, HEXO and the Warrant Agent with respect to such Warrants and none of the Corporation, HEXO and the Warrant Agent shall be bound to inquire into the title of any such holder.
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(i)
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Section 3.1 of the Indenture is deleted and replaced with the following:
Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase 0.02366 of a Common Share for each Warrant after the Arrangement Effective Date and prior to the Expiry Time, subject to adjustment and acceleration, and in accordance with the conditions herein.
(j) Section 3.2(4) of the Indenture is deleted and replaced with the following:
A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner's intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent and HEXO's Transfer Agent confirmation of its intention to exercise Warrants (" Confirmation ") in a manner acceptable to the Warrant Agent and HEXO’s Transfer Agent, including by electronic means through the book entry registration system. An electronic exercise of the Warrants initiated by the Book Entry Only Participant through a book based registration system, including CDSX, shall constitute a representation to the Corporation, HEXO, HEXO’s Transfer Agent and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants is not a U.S. Warrantholder. If the Book Entry Only Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then (a) such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Only Participant; (b) an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial holder of the Uncertificated Warrants or Book Entry Only Participant and (c) the exercise procedures set forth in Section 3.2(1) shall be followed.
- (k) Section 3.2(5) of the Indenture is deleted and replaced with the following:
Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant
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to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent, and HEXO’s Transfer Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.
- (l) Section 3.2(7) of the Indenture is deleted and replaced with the following:
Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder's instructions will not give rise to any obligations or liability on the part of the Corporation, HEXO, HEXO’s Transfer Agent or Warrant Agent to the Book Entry Only Participant or the Warrantholder.
- (m) Section 3.3(3) of the Indenture is deleted and replaced with the following:
Common Shares issued upon the exercise of any Certificated Warrant which bears the legend set forth in Section 2.8(1), other than an exercise 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 " U.S. Common Share 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 PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF HEXO CORP. (THE “ CORPORATION ”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE 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 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, AND, IN THE CASE OF (C)(1) AND (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 TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."
provided, that if such Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, as referred to above, and in compliance with local laws and regulations, the legend may be removed by providing a declaration to HEXO and HEXO's Transfer Agent, in the form attached as Schedule "C" hereto (or HEXO may prescribe from time to time);
notwithstanding the foregoing, HEXO’s Transfer Agent may impose additional requirements for the removal of legends from securities sold in compliance with Rule 904 of Regulation S in the future;
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provided further, that, if any of such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to HEXO and HEXO’s Transfer Agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to HEXO and HEXO’s Transfer Agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.
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(n) Section 3.3(4) of the Indenture is amended so that the references to “the Corporation” therein refer to “HEXO”.
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(o) Section 3.4 of the Indenture is deleted and replaced with the following:
If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and HEXO will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.
- (p) Section 3.7(2) of the Indenture is deleted and replaced with the following:
Notwithstanding anything herein contained including any adjustment provided for in Article 4 hereof, HEXO shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Common Shares that HEXO may otherwise be required to issue upon exercise of Warrants pursuant to Section 3.1 shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Common Shares which is not issued.
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(q) Section 3.10 of the Indenture is amended so that the reference to “the Corporation” therein refer to “HEXO”.
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(r) Section 4.1(a) of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(s) Section 4.1(b) of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(t) Section 4.1(c) of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(u) Section 4.1(d) of the indenture is amended so that (1) the references to "the Corporation" therein (other than references to "the Corporation" for those phrases excepted in subparagraph (2) of this subsection) shall refer to "HEXO", and (2) notwithstanding the foregoing subparagraph (1) of this subsection, (i) the reference to "the Corporation, its successor, or such purchasing body corporate" therein shall refer to "the Corporation, HEXO, their respective successors, or such purchasing body corporate", (ii) the reference to "the Corporation and the Warrant Agent" therein shall refer to "the Corporation, HEXO and the Warrant Agent", and (iii) the reference to "the Corporation, any successor to the Corporation or such purchasing body corporate" therein shall refer to "the Corporation, HEXO, any successor to the Corporation or HEXO, or such purchasing body corporate".
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(v) Section 4.1(e) of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(w) Section 4.3 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(x) Section 4.4 of the Indenture is amended so that the first and second references to "the Corporation" therein shall refer to "the Corporation and HEXO" and the third reference to "the Corporation, the Warrant Agent, all holders and all other persons" therein shall refer to "the Corporation, HEXO, the Warrant Agent, all holders and all other persons".
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(y) Section 4.5 of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(z) Section 4.6 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(aa) Section 4.7 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(bb) Section 4.8 of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(cc) Section 4.9 of the Indenture is amended so that the references to "the Corporation" therein refer to "HEXO".
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(dd) Section 4.10 of the Indenture is amended so that references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(ee) Section 5.2 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as applicable".
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(ff) Section 5.4 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation and HEXO, as applicable".
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(gg) Section 5.5 of the Indenture is amended so that the last reference to "the Corporation" therein refers to "HEXO".
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(hh) Section 5.6 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation and HEXO, as applicable".
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(ii) Section 6.2 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation and HEXO".
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(jj) Section 6.3 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation and HEXO".
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(kk) Section 8.1 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(ll) Section 8.2 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as the case may be".
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(mm) Section 9.1 of the indenture is amended so that the reference to "The Corporation and the Warrant Agent" therein shall refer to "The Corporation, HEXO and the Warrant Agent".
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(nn) Section 9.3 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as applicable".
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(oo) Section 9.7 of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation and HEXO".
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(pp) Section 10.1(1) of the Indenture is amended so that the references to "the Corporation" therein refer to "the Corporation or HEXO, as applicable".
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(qq)
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Section 10.1(1)(a) of the Indenture is deleted and replaced with the following:
If to the Corporation or HEXO:
HEXO Corp. 3000 Solandt Road Kanata, ON K2K 2X2
Attention: General Counsel Email: [email protected]
with a copy to (which shall not constitute notice):
Norton Rose Fulbright Canada LLP 1 Place Ville Marie, Suite 2500 Montreal, QC H3B 1R1
Attention: Amar Leclair-Ghosh / Elliot Shapiro Email: [email protected] [email protected]
If to HEXO’s Transfer Agent:
TSX Trust Company 100 Adelaide Street West, Ste 301 Toronto, Ontario M5H 4H1 Fax: (416) 361-0470
Attn: Vice President, Client Management Email: [email protected]
ARTICLE 3 MISCELLANEOUS
3.1 Acceptance of Trust
The Warrant Agent accepts the agencies in this Supplemental Warrant Indenture and agrees to carry out and discharge the same upon the terms and conditions set out in this Supplemental Warrant Indenture and in accordance with the Indenture.
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3.2 Confirmation of Indenture
The Indenture as amended and supplemented by this Supplemental Warrant Indenture, is hereby confirmed and approved.
3.3 Governing Law
This Supplemental Warrant Indenture shall be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be binding upon the parties hereto and their respective successors and assigns.
3.4 Counterparts
This Supplemental Warrant Indenture may be executed in counterparts, each of which so executed shall be deemed to be an original, and each of such counterparts when taken together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of this Supplemental Warrant Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.
[Remainder of page intentionally left blank. Signature page follows.]
DocuSign Envelope ID: 6480C16A-41A7-4E55-ACFE-1E3787986625
IN WITNESS WHEREOF the parties hereto have executed this Supplemental Warrant Indenture under the hands of their proper signatories in that behalf.
48NORTH CANNABIS CORP.
(signed) "Charles Vennat" By: Name: Charles Vennat Title: Chief Executive Officer and Director I have authority to bind the company
HEXO CORP.
(signed) "Sebastien St-Louis" By:
Name: Sebastien St-Louis Title: Authorized Signing Officer I have authority to bind the company
COMPUTERSHARE TRUST COMPANY OF CANADA
By: (signed) "Brian Horwath"
Name: Brian Horwath Title: Corporate Trust Officer
(signed) "Jennifer L. Wong" By:
Name: Jennifer L. Wong Title: Professional, Corporate Trust We have authority to bind the Warrant Agent
Supplemental Indenture (April 2021 Warrant Indenture)