BZAM LTD. - Capital/Financing Update 2021

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 29, 2021

Among:

Cortland Credit Lending Corporation, in its capacity as administrative agent for the Lenders (as defined herein) 200 Bay St., Suite 3230 Royal Bank Plaza South Tower Toronto, ON, M5J 2J2 (the “ Agent ”)

And:

The Green Organic Dutchman Ltd. Building A, Suite 301 6205 Airport Road Mississauga, Ontario L4V 1E3 (the “ Borrower ”)

And:

Those lenders from time to time party hereto in accordance with Section 30 (collectively, the “ Lenders ”, and each a “ Lender ”).

WHEREAS the Agent and the Borrower entered into a credit agreement dated March 31, 2020, as amended by the first amendment dated May 27, 2020, by the second amendment dated October 1, 2020 and by the third amendment dated July 30, 2021 (as amended, the “ Original Credit Agreement ”).

AND WHEREAS the Borrower and the Lenders wish to amend and restate the Original Credit Agreement in its entirety by way of this amended and restated credit agreement (this “ Agreement ”).

AND WHEREAS terms used and not otherwise defined have the meanings given to such terms in Schedule “C” attached hereto.

IN CONSIDERATION of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Funding Commitment .

(a) Subject to the satisfaction of the terms and conditions set out in this Agreement, the Agent, on behalf of the Lenders, hereby agrees to provide the Borrower with the Revolving Facility, by way of Loan Advances, provided that the aggregate amount of Loan Advances outstanding at any time shall not exceed the Revolving Facility Limit.
(b) [Intentionally Deleted.]

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(c) The Borrower acknowledges and agrees that the proceeds of the Revolving Facility will be used to finance the working capital requirements of the Obligors, including the payment of ordinary course payables of the Obligors, and including fees and expenses relating to the transactions contemplated by this Agreement.
Agent Compensation . In consideration of, among other things, amending the Revolving Facility as provided for under this Agreement, the Agent shall be entitled to the following fees or reimbursement of the following costs (which fees and costs shall be in addition to any other amounts payable to the Agent and/or Lenders hereunder, including interest):
(a) A commitment fee from Holdings equal to [Redacted] [extension commitment fee] (the “ Extension Commitment Fee ”) as consideration for the extension of the Maturity Date pursuant to this Agreement, which fee shall be earned on the date hereof and which Holdings may elect to satisfy by issuing to the Agent, or as the Agent may further direct in writing, [Redacted] [extension shares] common shares of Holdings (such common shares together with all documents, instruments and certificates given in connection therewith, the “ Extension Shares ”), each such share issued at the closing price per common share of Holdings on the Canadian Securities Exchange on the date immediately preceding the date hereof, being $0.19.
(b) A commitment fee from Holdings equal to [Redacted] [increase commitment fee] (the “ Increase Commitment Fee ” and together with the Extension Commitment Fee, the “ Commitment Fees ”) as consideration for the increase to the Base Facility Amount pursuant to this Agreement, which fee shall be earned on the date hereof and which Holdings may elect to satisfy by issuing to the Agent, or as the Agent may further direct in writing, [Redacted] [increase shares] common shares of Holdings (such common shares together with all documents, instruments and certificates given in connection therewith, the “ Increase Shares ”), each such share issued at the closing price per common share of Holdings on the Canadian Securities Exchange on the date immediately preceding the date hereof, being $0.19.
(c) Any documented out-of-pocket expenses incurred in connection with (i) the Agent’s due diligence, and (ii) the monitoring of the Revolving Facility while the Revolving Facility is made available to the Borrower, shall be payable upon demand.
(d) A utilization fee, calculated daily and payable on the last Business Day of each month, by subtracting the aggregate amount of the Loan Advances outstanding on each day, from the sum of $25,000,000 and multiplying the difference by the Utilization Fee Rate.
(e) Subject to the approval of the Toronto Stock Exchange and the provisions of this Agreement, as of the date of the Original Credit Agreement the Agent was entitled to receive, on behalf of the Lenders, warrants to purchase Three Million (3,000,000) freely tradeable common shares (the “ Warrant Shares ”) of Holdings (such Warrant Shares together with all documents, instruments and certificates given in connection therewith, the “ Warrants ”), at a twenty-five percent (25%) premium to the five (5) day volume weighted average trading price of the common shares of Holdings on the Toronto Stock Exchange ending on the trading day immediately prior to the date of the Original Credit Agreement, for a period of thirty-six (36) months following the date of issuance.

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(f) In consideration of entering into Amendment No. 1, the Agent was entitled to receive the Amendment No. 1 Warrants (as defined in Section 2(g)) which were earned on May 27, 2020, and issued on or prior to the Amendment No. 1 Effective Date.
(g) Subject to the conditional listing approval of the Toronto Stock Exchange and the provisions of this Agreement, as of May 27, 2020, the Agent was entitled to receive, on behalf of the Lenders, warrants to purchase Five Hundred Thousand (500,000) freely tradeable common shares (the “ Amendment No. 1 Warrant Shares ”) of Holdings (such Amendment No. 1 Warrant Shares together with all documents, instruments and certificates given in connection therewith, the “ Amendment No. 1 Warrants ”), at the Amendment No. 1 Exercise Price, for a period of fortyeight (48) months following the Amendment Effective Date.
(h) In consideration of entering into Amendment No. 2, the Agent, Cortland Credit Strategies LP (more particularly, BMO Nesbitt Burns Inc. ITF 402-21190-20 Cortland Credit Strategies LP, and hereinafter referred to as “ Cortland Strategies LP ”) and Cortland Credit Institutional LP (more particularly, BMO Nesbitt Burns Inc. ITF 402-22084-27 Cortland Credit Institutional LP, and hereinafter referred to as “ Cortland Institutional LP ”) were entitled to receive, respectively, the Amendment No. 2 Warrants (as defined in Section 2(i)) issued to each of them, which were earned on October 1, 2020, and issued on or prior to the Amendment No. 2 Effective Date.
(i) Subject to the conditional listing approval of the Toronto Stock Exchange and the provisions of this Agreement, as of October 1, 2020, the Agent, Cortland Strategies, and Cortland Institutional LP were entitled to receive, on behalf of the Lenders, warrants to purchase, respectively, One Hundred Sixty Six Thousand Six Hundred Sixty Six (166,666), Two Hundred Seventy One Thousand Five Hundred Thirty Nine (271,539) and Sixty One Thousand Seven Hundred Five (61,795) freely tradeable common shares (for a total of Five Hundred Thousand (500,000) freely tradeable common shares, collectively, the “ Amendment No. 2 Warrant Shares ”) of Holdings (such Amendment No. 2 Warrant Shares together with all documents, instruments and certificates given in connection therewith, the “ Amendment No. 2 Warrants ”), at the Amendment No. 2 Exercise Price, for a period of sixty (60) months following the Amendment No. 2 Effective Date.
Loan Advances .
(a) Subject to satisfaction of the terms and conditions set out in this Agreement, the Agent shall, from time to time, upon request of the Borrower made in accordance with the terms and conditions of this Agreement, make one or more Loan Advances available to the Borrower provided that the aggregate principal amount of such Loan Advances does not exceed, at any given time, the Revolving Facility Limit at such time. If at any time the aggregate principal amount of all Loan Advances outstanding (collectively, the “ Total Exposure ”) exceeds the Revolving Facility Limit at such time, then the Borrower will promptly repay such Loan Advances in cash by an amount required to reduce the Total Exposure to an amount less than or equal to the Revolving Facility Limit.
(b) Each Loan Advance will bear interest at the Interest Rate, which interest will be due and payable in cash on the last Business Day of each month.

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(c) The Revolving Facility shall be a revolving facility. For greater certainty, the Borrower shall be entitled to obtain Loan Advances under the Revolving Facility from time to time and repay all or any portion of the Loan Advances under the Revolving Facility from time to time and thereafter re-borrow Loan Advances from time to time; provided that the Borrower, acknowledges, covenants and agrees that the Total Exposure shall not at any time exceed the Revolving Facility Limit.
(d) The Collection Account will be swept daily as provided for in Section 8 (w).
(e) Interest owing on the Loan Advances shall be calculated daily and not in advance on the basis of the then current calendar year of three-hundred and sixty-five (365) or three-hundred and sixtysix (366) days for the actual number of days elapsed, and in the case of a leap year, the annual interest rate corresponding to the interest calculated on a three-hundred and sixty-five (365) day year is equal to the interest rate thus calculated multiplied by three-hundred and sixty-six (366) and divided by three-hundred and sixty-five (365). Any amount of principal, interest, commission, discount or of any other nature remaining unpaid at maturity shall bear interest at the Interest Rate. Interest on all overdue interest calculated as aforesaid and compounded monthly at the aforesaid rate from the due date thereof without necessity of notice or demand, the whole before as well as after maturity, demand, default or judgement. The Borrower acknowledges and agrees that for the purposes of the Interest Act (Canada), the information provided to it hereunder with respect to the calculation of interest hereunder or under any other Transaction Document shall constitute an express statement of the yearly rate or percentage of interest to which such interest rate (including the Interest Rate) or percentage is equivalent. The Borrower hereby irrevocably agrees not to plead or assert, whether by way of defence or otherwise, in any proceeding relating to this Agreement or any other Transaction Document, that the interest payable under this Agreement (including the Interest Rate) or any other Transaction Document and the calculation thereof has not been adequately disclosed to the Borrower, whether pursuant to section 4 of the Interest Act (Canada) or any other Applicable Law.
(f) Where the rate of interest payable under any Loan Advance is found by a competent court of law, governmental agency or other tribunal to exceed the maximum rate of interest permitted by the laws of any applicable jurisdiction or the rules or regulations of any appropriate regulatory authority, then during the time that the rate of interest would exceed the permissible limit, that portion of each interest payment attributable to the portion of the interest rate that exceeds the permissible limit shall be deemed to be a voluntary prepayment of principal.
(g) The Agent’s books and records relating to the Loan Advances and any related interest shall be prima facie evidence of same, absent manifest error.
Conditions Precedent to the Effectiveness of this Agreement . The effectiveness of this Agreement will be subject to receipt by the Agent of an executed copy of this Agreement together with a confirmation of guarantees and security agreement from each of the Obligors.
Conditions Precedent to Loan Advances . The obligation of the Lenders to make any Loan Advance (subsequent to the initial Loan Advance) will be subject to receipt by the Agent of the following, each in a form satisfactory to the Agent, and/or satisfaction of the following, in each case,

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without duplication, unless waived by the Agent on terms satisfactory to the Agent:

(a) an executed Advance Request Certificate and a Borrowing Base Certificate shall have been received not less than 1 Business Day before the date of the proposed Loan Advance;
(b) all representations and warranties provided for in the Transaction Documents being true, accurate and complete, in all material respects, as of the date of such Loan Advance, except to the extent specified to be made as of a specific date; and
(c) no Default or Event of Default shall have occurred as of the date of such Loan Advance.
Representations and Warranties . The Borrower, on behalf of itself and each other Obligor, represents and warrants to the Agent as follows:
(a) Status. It has been duly organized and is a valid and subsisting legal entity in good standing under the laws of its jurisdiction of formation and has full capacity and power to carry on its business as the same is presently conducted and, to own and lease property.
(b) Power and Authority. It has the power and is duly authorized to enter into, execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is a party, and it has the power and is duly authorized to borrow as herein contemplated and to provide the security interests herein contemplated.
(c) Ownership of Assets. It owns, leases or has rights in all assets required in order to carry on its businesses as presently conducted. All such assets are owned by it free and clear of all Liens other than Permitted Encumbrances.
(d) Compliance with Laws – It is in compliance in all material respects with all Applicable Laws (specifically including, for greater certainty, all applicable Cannabis laws).
(e) Litigation, Judgments and Executions. There are no actions, suits or proceedings pending, or to the knowledge of it threatened, against it in any court or before or by any federal, provincial, municipal or other Governmental Authority, except: (i) the litigation disclosed in Schedule “D” attached hereto; and (ii) other litigation in which all amounts claimed against the Obligors do not in the aggregate exceed Fifty Thousand Dollars ($50,000). There are no judgments or executions against it.
(f) Environmental Laws. Except to the extent disclosed in Schedule “E” attached hereto:
(i) each Obligor and its business, operations, assets, equipment, property, leaseholds and other facilities is in compliance in all material respects with all Requirements of Environmental Law, specifically including all Requirements of Environmental Law concerning the storage and handling of Hazardous Materials;
(ii) each Obligor holds all material permits, licenses, certificates and approvals from Governmental Authorities which are required in connection with air emissions, discharges to surface or groundwater, noise emissions, solid or liquid waste disposal,

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the use, generation, storage, transportation or disposal of Hazardous Materials and all other Requirements of Environmental Law;

(iii) there has been no material emission, spill, release, or discharge into or upon the air, soils (or any improvements located thereon), surface water or groundwater or the sewer, septic system or waste treatment, storage or disposal system servicing any premises, of any Hazardous Materials at or from any of the properties owned or leased by any of the Obligors;
(iv) no material written complaint, order, directive, claim, citation, or notice from any Governmental Authority or any other Person has been received by any Obligor with respect to any of the properties owned or leased by any of the Obligors in respect of air emissions, spills, releases, or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any of the properties owned or leased by any of the Obligors, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation, or disposal of Hazardous Materials or other Requirements of Environmental Law affecting any of the properties owned or leased by any of the Obligors;
(v) there are no material legal or administrative proceedings, investigations or claims now pending, or to the Borrower's knowledge, threatened in writing, with respect to the presence on or under, or the discharge, emission, spill, radiation or disposal into or upon any of the properties owned or leased by any of the Obligors, the atmosphere, or any watercourse or body of water, of any Hazardous Material; nor are there any material matters under discussion between any Obligor and any Governmental Authority relating thereto; and there is no factual basis for any such proceedings, investigations or claims; and
(vi) the Obligors have no material indebtedness, obligation or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup or disposal of any Hazardous Materials, including without limitation any such indebtedness, obligation, or liability under any Requirements of Environmental Law regarding such storage, treatment, cleanup or disposal.
(g) Bankruptcy Events. No Bankruptcy Event has been initiated by it or occurred in respect of it, and no Bankruptcy Event has been threatened against it.
(h) Anti-Terrorism and Corruption Laws. It has conducted its business in compliance with AntiTerrorism and Corruption Laws and has instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such Anti-Terrorism and Corruption Laws.
(i) Subsidiaries. As of the date hereof, the only Subsidiaries it has are listed in Schedule “F” attached hereto.
(j) Corporate Information. Schedule “F” attached hereto contains a true and complete list as of the date hereof of the following information in respect of each Obligor: all prior names and

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predecessor corporations, jurisdiction of incorporation, registered office and chief executive office, principal place of business, all locations at which it has places of business or owns assets, the number and classes of its issued and outstanding shares, except in the case of Holdings, a list of all shareholders including the number and class of shares held by each and a list of all of its subsidiaries.

(k) Solvency. It is Solvent.
(l) No Pending Corporate Changes. Except as disclosed on Schedule “G” attached hereto, or in the public filings of Holdings, as of the date hereof, no Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase of any properties or assets of any Obligor out of the ordinary course of business or for the purchase, subscription, allotment or issuance of any debt or equity securities of any Obligor.
(m) Material Agreements and Material Permits. Its Material Agreements and Material Permits are listed in Schedule “H” attached hereto (as such Schedule may be updated from time to time to reflect any Material Agreements or Material Permits entered into or obtained in compliance with the terms hereof) and true, correct and complete copies of each have been delivered to the Agent. Each such Material Agreement and Material Permit is in good standing, in full force and effect and there are no defaults thereunder, except to the extent any such Material Agreement has terminated as scheduled in the ordinary course in accordance with its terms.
(n) No Conflicts under Material Agreements or Material Permits. The execution and delivery by each Obligor of those Transaction Documents to which it is a party, and the performance of its obligations thereunder, will not conflict with, result in a breach of or require any approval or consent under any Material Agreement or Material Permit to which it is a party.
(o) Owned Real Properties. Its real property interests as of the date hereof, both owned and leased, are listed in Schedule “I” attached hereto.
(p) No Guarantees. It has not granted any Guarantees, other than Permitted Guarantees.
(q) Statutory Liens. It has remitted on a timely basis all amounts required to have been withheld and remitted (including withholdings from employee wages and salaries relating to income tax and employment insurance), goods and services tax and all other amounts, which if not paid when due could result in the creation of a statutory lien against any of its property.
(r) No Default or Event of Default. No Default or Event of Default has occurred and is continuing.
(s) Financial Statements and No Material Change. The financial statements of the each Obligor that have been made available to the Agent have been prepared in accordance with GAAP, and fairly present the financial position and results of operations of such Obligor for the dates or periods reported on thereby subject, in relation to any unaudited financial statements, any year-end adjustments. From the date of the last audited financial statements made available to the Agent, there has been no event which would reasonably be expected to result in a Material Adverse Change.

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(t) Related Party Transactions. Except as (A) disclosed in the financial statements or other public disclosure of the Obligors or (B) as permitted by this Agreement, no Obligor: (i) is a creditor under a loan or otherwise committed to make any payment or loan to, or borrowed any moneys from or otherwise been indebted to, any related party thereof (other than another Obligor); or (ii) been a party to any contract with any related party thereof, other than independent contractor or indemnification agreements entered into with officers or directors. Any transactions between an Obligor and a related party (other than another Obligor) has been completed on reasonable commercial terms that, considered as a whole, are not in any material respect less advantageous to such Obligor, than if the transaction was with a Person dealing at arm’s length with such Obligor, as the case may be.
(u) U.S. Cannabis. It has no direct, indirect or ancillary interest in any “marijuana-related activity” in the United States as defined in Staff Notice 51-352 (Revised) – Issuers with U.S. Marijuana Activities of the Canadian Securities Administrators.
(v) Internal Controls. It has established and maintains a system of internal controls over financial reporting that is designed to provide reasonable assurance regarding the preparation of financial statements for external purposes in accordance with GAAP, and includes policies and procedures that: (i) pertain to the maintenance of records that accurately and fairly reflect the material transactions, acquisitions and dispositions of the property and assets of it; (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that material receipts and expenditures of it are made only in accordance with authorizations of management its directors; and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of its property or assets that could have a material adverse effect on its financial statements.
(w) Full Disclosure. All information (including, without limitation, financial information and financial statements) furnished by or in respect of the Obligors to the Agent for the purposes of or in connection with this Agreement and each of the other Transaction Documents was true and correct in all material respects as at the date such information is stated to have been given, and is not incomplete by omitting to state any material fact necessary to make the statements contained in such information not misleading in any material respect in light of the circumstances under which the statements contained in such information were made.
(x) Warrants. That Holdings is duly authorized and has the corporate and lawful power and authority to create and issue the Warrants and the Warrant Shares issuable upon the exercise thereunder and to perform its obligations thereunder and that the certificate(s) representing the Warrants, will, when issued, represent a valid, legal and binding obligation of Holdings enforceable in accordance with its terms.
(y) Warrant Shares. That Holdings has agreed to at all times reserve and keep available out of its authorized common shares a sufficient number of Warrant Shares to satisfy the right of purchase pursuant to the Warrants, it will cause the Warrant Shares, including duly authorized certificates in respect thereof, subscribed for and purchased in accordance with the terms and conditions of the Warrants to be issued and delivered as directed and such Warrant Shares shall be issued as fully paid and non-assessable common shares of Holdings and the holders thereof

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shall not be liable to Holdings or to its creditors in respect thereof.

(z) Amendment No. 1 Warrants. In respect of the Amendment No. 1 Warrants
(i) Amendment No. 1 Warrants. That Holdings is duly authorized and has the corporate and lawful power and authority to create and issue the Amendment No. 1 Warrants and the Amendment No. 1 Warrant Shares issuable upon the exercise thereunder and to perform its obligations thereunder and that the certificate(s) representing the Amendment No. 1 Warrants, will, when issued, represent a valid, legal and binding obligation of Holdings enforceable in accordance with its terms.
(ii) Amendment No. 1 Warrant Shares. That Holdings has agreed to at all times reserve and keep available out of its authorized common shares a sufficient number of Amendment No. 1 Warrant Shares to satisfy the right of purchase pursuant to the Amendment No. 1 Warrants, it will cause the Amendment No. 1 Warrant Shares, including duly authorized certificates in respect thereof, subscribed for and purchased in accordance with the terms and conditions of the Amendment No. 1 Warrants to be issued and delivered as directed and such Amendment No. 1 Warrant Shares shall be issued as fully paid and non-assessable common shares of Holdings and the holders thereof shall not be liable to Holdings or to its creditors in respect thereof.
(iii) Actions to Issue Amendment No. 1 Warrants. That Holdings has agreed to take such actions as may be reasonably necessary and as are within its power to ensure that all Amendment No. 1 Warrant Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed.
(iv) Securities Filings. That Holdings has agreed to make all requisite filings under applicable securities laws necessary to remain a reporting issuer not in default in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
(v) Listing of Holdings’ Shares. That Holdings has agreed to use all reasonable efforts to maintain the listing of its common shares on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the holder of the Amendment No. 1 Warrants) and to have the Amendment No. 1 Warrant Shares issued pursuant to the exercise of the Amendment No. 1 Warrants listed and posted for trading on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the holder of the Amendment No. 1 Warrants) as expeditiously as possible.
(vi) Issuance of Amendment No. 1 Warrant Shares. That Holdings has agreed that upon exercise of the Amendment No. 1 Warrants, the Amendment No. 1 Warrant Shares will be issued as fully paid and non-assessable common shares in the capital of Holdings.
(aa) Amendment No. 2 Warrants. In respect of the Amendment No. 2 Warrants
(i) Amendment No. 2 Warrants. That Holdings is duly authorized and has the corporate

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and lawful power and authority to create and issue the Amendment No. 2 Warrants and the Amendment No. 2 Warrant Shares issuable upon the exercise thereunder and to perform its obligations thereunder and that the certificate(s) representing the Amendment No. 2 Warrants, will, when issued, represent a valid, legal and binding obligation of Holdings enforceable in accordance with its terms.

(ii) Amendment No. 2 Warrant Shares. That Holdings has agreed to at all times reserve and keep available out of its authorized common shares a sufficient number of Amendment No. 2 Warrant Shares to satisfy the right of purchase pursuant to the Amendment No. 2 Warrants, it will cause the Amendment No. 2 Warrant Shares, including duly authorized certificates in respect thereof, subscribed for and purchased in accordance with the terms and conditions of the Amendment No. 2 Warrants to be issued and delivered as directed and such Amendment No. 2 Warrant Shares shall be issued as fully paid and non-assessable common shares of Holdings and the holders thereof shall not be liable to Holdings or to its creditors in respect thereof.
(iii) Actions to Issue Amendment No. 2 Warrants. That Holdings has agreed to take such actions as may be reasonably necessary and as are within its power to ensure that all Amendment No. 2 Warrant Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed.
(iv) Securities Filings. That Holdings has agreed to make all requisite filings under applicable securities laws necessary to remain a reporting issuer not in default in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
(v) Listing of Holdings’ Shares. That Holdings has agreed to use all reasonable efforts to maintain the listing of its common shares on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the holder of the Amendment No. 2 Warrants) and to have the Amendment No. 2 Warrant Shares issued pursuant to the exercise of the Amendment No. 2 Warrants listed and posted for trading on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the holder of the Amendment No. 2 Warrants) as expeditiously as possible.
(vi) Issuance of Amendment No. 2 Warrant Shares. That Holdings has agreed that upon exercise of the Amendment No. 2 Warrants, the Amendment No. 2 Warrant Shares will be issued as fully paid and non-assessable common shares in the capital of Holdings.
(bb) Actions to Issue Extension Shares and Increase Shares. That Holdings has agreed to take such actions as may be reasonably necessary and as are within its power to ensure that all Extension Shares and Increase Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed.
(cc) Securities Filings. That Holdings has agreed to make all requisite filings under applicable securities laws necessary to remain a reporting issuer not in default in the provinces of British

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Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

(dd) Listing of Holdings’ Shares. That Holdings has agreed to use all reasonable efforts to maintain the listing of its common shares on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the Agent).

7. Reporting Covenants .

(a) The Borrower will provide to the Agent the following financial information:
(i) quarterly consolidated financial statements, within sixty (60) days of each fiscal quarter of the Borrower;
(ii) copies of management updates, budgets and other related reports on the operational results of the Obligors which have been provided to the board of directors of the Borrower at such directors’ regular board meetings and all such other financial information relating to the foregoing as the Agent reasonably requires to assess the liquidity of the Obligors and the Obligors’ performance against such budgets;
(iii) a quarterly business review on such terms, and such basis, as is required by the Agent, such to determine the status of business as it relates to the Obligors, and in particular compliance with the terms of this Agreement;
(iv) annual audited consolidated financial statements within one hundred twenty (120) days of the end of each fiscal year of the Borrower;
(v) on a monthly basis, within thirty (30) days of the end or each calendar month:
1. unconsolidated financial statements of each Obligor;
2. unconsolidated general and ledger trial balance for each Obligor;
3. an accounts receivable summary for each debtor of the Obligors, aged by invoice date;
4. an accounts payable summary for each creditor of the Obligors, aged by invoice date;
5. bank reconciliations, including for greater certainty, bank statements and a complete listing of outstanding cheques;
6. confirmation of payment of all taxes owing by any Obligor; and
(vi) on a weekly basis, on Friday of each week (as of Thursday of such week);
1. an accounts receivable summary for each debtor of the Obligors, aged by invoice date;
2. an accounts payable summary for each creditor of the Obligors, aged by invoice date; and

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(vii) any addition financial and reporting information as the Agent may reasonable request from time to time, in its sole discretion.
Covenants . The Borrower, on behalf of itself and each other Obligor, covenants and agrees with the Agent that it:
(a) will pay all interest, principal, fees and other amounts due under the terms of this Agreement and any other Transaction Document to which it is a party;
(b) will satisfy, in all material respects, all the terms and conditions of this Agreement and any other Transaction Document to which it is a party;
(c) will immediately advise the Agent of any Default or Event of Default;
(d) will file all tax returns which are or will be required to be filed by it, pay or make provision for payment of all taxes (including interest and penalties) and Potential Priority Claims, which are or will become due and payable and provide adequate reserves for the payment of any tax, the payment of which is being contested;
(e) it will comply in all material respects with all Applicable Laws (specifically including, for greater certainty, all applicable Cannabis laws) and use the proceeds of all Loan Advances hereunder for legal and proper purposes; and without limiting the generality of the foregoing the Borrower shall and shall cause each other Obligor to:
(i) engage in Cannabis-Related Activities only to the extent that such Cannabis–Related Activities are (A) in an Approved Jurisdiction, and (B) in compliance with all Applicable Laws in such Approved Jurisdiction (including, without limitation on a federal, state, provincial, territorial and municipal basis);
(ii) ensure that all activities of the Obligors relating to the cultivation, production and processing of Cannabis and Cannabis-related products occur solely in facilities licensed by Governmental Authorities in Approved Jurisdictions; and
(iii) ensure that all activities of the Obligors relating to the sale of Cannabis and Cannabisrelated products occur solely in facilities licensed by Governmental Authorities in Approved Jurisdictions or between entities licensed by Governmental Authorities in Approved Jurisdictions.
(f) will: (i) immediately, with respect to Material Agreements and/or Material Permit; and (ii) promptly, and in any event within three (3) Business Days, notify the Agent of any material action requests or material violation notices received by it from any Person (including, without limitation, from any Governmental Authority) concerning it (including, without limitation, any notices or requests in connection with the protection or preservation of the environment) and hold the Agent and the Lenders harmless from and against any losses, costs or expenses which the Agent or any Lender may suffer in connection therewith;
(g) will promptly advise the Agent of any Material Adverse Change;

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(h) will keep its assets (including, without limitation, the Collateral) fully insured against such perils and in such manner as would be customarily insured by Persons carrying on a similar business or owning similar assets and, in addition, for any buildings located in areas prone to flood and/or earthquake, will insure and keep fully insured such buildings against such perils;
(i) will, at reasonable times and upon reasonable notice (provided that upon the occurrence of an Event of Default that is continuing, the Agent is permitted to do the following at any time and without notice) permit the Agent or its representatives, from time to time, (i) to visit and inspect any Obligor’s premises, properties and assets and examine and obtain copies of the Borrower’s records or other information, and (ii) to discuss the Obligors’ affairs with the auditors of the Obligors (in the presence of the Obligors’ representatives as it may designate); the Obligors hereby authorize and direct any such third party to provide to the Agent or its representatives all such information, records or documentation reasonably requested by the Agent;
(j) except for Permitted Encumbrances, will not, without the prior written consent of the Agent, grant, create, assume or suffer to exist any mortgage, charge, lien, pledge, security interest or other encumbrance affecting any of its properties, assets or other rights;
(k) will not, without the prior written consent of the Agent, sell, transfer, convey, lease or otherwise dispose of any of its:
(i) accounts receivables; or
(ii) other than accounts receivables, properties or assets (excluding obsolete or otherwise superfluous assets) other than (i) in the ordinary course of business and on commercially reasonable terms, or (ii) to another Obligor, (iii) to the extent the proceeds of such sale are promptly reinvested in assets useful to the business of the Obligors, or (iv) if such disposition would not materially impact the operation, business or financial condition of any Obligor.
(l) will not, without the prior written consent of the Agent, provide any Guarantees (other than Permitted Guarantees);
(m) will not, without first obtaining the prior written consent of the Agent, merge, amalgamate, or otherwise enter into any other form of business combination with any other Person and it will cause any such resulting Person to become an Obligor hereunder and to grant such security and enter into such Transaction Documents and other agreements as the Agent may require, provided that (i) upon ten (10) days’ prior written notice to the Agent any Obligor may merge, amalgamate or wind-up with or into another Obligor, and (ii) concurrently with such merger, amalgamation or winding-up the Borrower shall provide, or cause to be provided to the Agent all additional or replacement Security Agreements as the Agent may reasonably require in connection therewith;
(n) will not pay any dividends, other corporate distributions, or any interest or principal on subordinated debt other than (i) to another Obligor, (ii) in respect to Permitted Indebtedness, or (iii) with the prior written consent of the Agent;
(o) will not acquire or move any material Collateral or change its chief executive office or principal

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place of business to any jurisdiction outside of the jurisdiction of each such respective Obligor listed in Schedule “C” attached hereto without first executing and delivering all such security and other documentation and completing all registrations, recordings and filings to grant in favour of the Agent a security interest in such Collateral and to render effective the security interest granted thereby, all in form and substance satisfactory to the Agent;

(p) will not incur additional indebtedness other than Permitted Indebtedness;
(q) will not enter into any swaps, futures, hedges, foreign exchange or commodity transactions for spot or forward delivery, contracts or other derivative transactions for investment or speculative purposes (for greater certainty, the entering into of any such swaps, futures, hedges, foreign exchange or commodity transactions for spot or forward delivery, contracts or other transactions for protection against fluctuation in currency or interest rates or commodity prices is permitted);
(r) will not, without the prior written consent of the Agent, make, cause or permit any amendment to any Material Agreement if the effect of such amendment would be reasonably likely to result in a Default or Event of Default;
(s) will provide written notice to the Agent of each of the following promptly after the occurrence thereof:
(i) all proposed amendments to Material Agreements and Material Permits;
(ii) all correspondence and notices received from any Governmental Authority or stock exchange with respect to any Material Agreement, Material Permit or any regulatory or other investigations into the Obligors’ business practices which could have a material and negative effect on any of the Obligors or their business, or any of the Obligors’ ability to repay the obligations owing under this Agreement or would be likely to result in a Default;
(iii) any changes in the identity of Responsible Persons, which materially effect the Obligors together with satisfactory evidence of security clearances for such Responsible Persons under the Cannabis Act or the Cannabis Regulations; and any rejection notice for new or renewal security clearance applications for each Responsible Person;
(t) will conduct its business in compliance with Anti-Terrorism and Corruption Laws and institute and maintain policies and procedures designed to promote and achieve compliance with such Anti-Terrorism and Corruption Laws;
(u) will (i) where an Account Debtor makes a payment in the form of a cheque, deposit such cheque into the Collections Account, (ii) where an Account Debtor makes a payment by electronic funds transfer, direct such Account Debtor to make such transfer to the Collections Account;
(v) will not (i) amend, vary or terminate the Collections Account or the Blocked Account Agreement, and (ii) amend, modify or otherwise change any banking instructions provided to the financial institution maintaining the Collections Account, which would result in the application of any funds from any Account Debtor to an account other than the Collections Account;

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(w) the Borrower shall sweep the Collections Account at the end of each day and use such funds to repay all or any portion of the Loan Advances under the Revolving Facility outstanding at such time;
(x) will grant the Agent and the Lenders the first right of refusal to provide any debtor in possession financing during any applicable Bankruptcy Event;
(y) not amend, supplement (in a way that is detrimental to the Lender), terminate, abandon, allow to expire or fail to renew any Material Permits, or permit any other Person to use, become party to or otherwise have an interest in, any Material Permits, or take any action in furtherance of, or fail to take any action, which failure could be reasonably expected to result in, any of the foregoing;
(z) not enter into any transaction with any Affiliate, other than the another Obligor, except on terms no less favourable than could be obtained in an arm’s-length transaction;
(aa) change in any material respect the nature of its business or operations, nor engage directly or indirectly in any material business activity, or purchase or otherwise acquire any material property, in either case, not related to or in furtherance of the conduct of the business as presently conducted by it;
(bb) cause Holdings to, at all times, reserve and keep available out of Holdings’ authorized common shares a sufficient number of Warrant Shares to satisfy the right of purchase pursuant to the Warrants and to issue and deliver the Warrant Shares subscribed for and purchased in accordance with the terms and conditions of the Warrants to be issued as fully paid and nonassessable common shares of Holdings;
(cc) to take all actions, and to cause Holdings to take such actions, as may be reasonably necessary and as are within its power to ensure that all Warrant Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed;
(dd) to cause a news release of Holdings announcing this Agreement, the issuance of the Extension Shares and the issuance of the Increase Shares and such other matters as may be required pursuant to applicable securities laws to be disseminated and filed pursuant to such applicable securities laws, provided that Borrower agrees to provide a draft of such news release to the Agent and to allow the Agent to provide reasonable comments prior to its dissemination / filing;
(ee) to cause Holdings to provide a draft of any other news release related to this Agreement and/or ancillary matters to the Agent and to allow the Agent to provide reasonable comments prior to the dissemination / filing of any such other new release;
(ff) in respect of the Amendment No. 1 Warrants, will:
(i) [Intentionally Deleted.]
(ii) cause Holdings to, at all times, reserve and keep available out of Holdings’ authorized

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common shares a sufficient number of Amendment No. 1 Warrant Shares to satisfy the right of purchase pursuant to the Amendment No. 1 Warrants and to issue and deliver the Amendment No. 1 Warrant Shares subscribed for and purchased in accordance with the terms and conditions of the Amendment No. 1 Warrants to be issued as fully paid and nonassessable common shares of Holdings;

(iii) to take all actions, and to cause Holdings to take such actions, as may be reasonably necessary and as are within its power to ensure that all Amendment No. 1 Warrant Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed;

(iv) [Intentionally Deleted.]

(v) [Intentionally Deleted.]
(gg) in respect of the Amendment No. 2 Warrants, will:
(i) [Intentionally Deleted.]
(ii) cause Holdings to, at all times, reserve and keep available out of Holdings’ authorized common shares a sufficient number of Amendment No. 2 Warrant Shares to satisfy the right of purchase pursuant to the Amendment No. 2 Warrants and to issue and deliver the Amendment No. 2 Warrant Shares subscribed for and purchased in accordance with the terms and conditions of the Amendment No. 2 Warrants to be issued as fully paid and nonassessable common shares of Holdings;
(iii) to take all actions, and to cause Holdings to take such actions, as may be reasonably necessary and as are within its power to ensure that all Amendment No. 2 Warrant Shares will be issued without violation of any applicable laws or the applicable requirements of any stock exchange upon which the common shares of Holdings may be listed;

(iv) [Intentionally Deleted.]

(v) [Intentionally Deleted.]

(hh) will, within 30 days of March 31, 2022, provide the Agent with evidence reasonably satisfactory to it that has EBITDA for the month of March 31, 2022 greater than Zero Dollars ($0); and
(ii) will, within 5 Business Days of the sale of HemPoland Sp. z o.o. (the “ Hempoland Transaction ”), apply not less than Six Million Dollars ($6,000,000) from the net proceeds of the Hempoland Transaction as a repayment towards the outstanding Loan Advances.
Use of Insurance Proceeds . The parties agree that the proceeds of any insurance policies received by the Agent in connection with insurable events relating to the Collateral shall be applied to repay the outstanding fees, interest and principal in respect of the Loan Advances.

10. Term and Termination .

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(a) The term of the Revolving Facility expires on June 30, 2023 (the “ Maturity Date ”).
(b) The Agent shall have the right to terminate the Revolving Facility:
(i) upon immediate notice, if an Event of Default has occurred and is continuing;
(ii) upon one hundred and eighty (180) days notice, if a material adverse change in market conditions is negatively affecting the liquidity of any Lender; and
(iii) upon immediate notice, if the Revolving Facility shall become, in whole or in part, illegal or in contravention of any Applicable Law.
(c) The Revolving Facility may be terminated upon the mutual agreement of the Agent and the Borrower, at which time, all accrued interest, principal and unpaid fees owing shall be paid in cash by the Borrower to the Agent on such date.
(d) If there is a Bankruptcy Event of the Borrower, then this Agreement shall be forthwith ended and terminated.
(e) If the Revolving Facility is terminated for any reason, with respect to any outstanding Loan Advances, the Agent shall retain all of its rights and remedies, under the Transaction Documents.
(f) If the Revolving Facility is terminated for any reason, then at the election of the Agent by way of immediate notice to the Borrower, all accrued and/or unpaid interest, all outstanding Loan Advances, and all unpaid fees will be due and payable under this Agreement, and the Borrower will pay such amounts to the Agent forthwith.
Post-Closing Undertaking. The Borrower, on behalf of each Obligor, hereby agrees that it shall take (or cause to be taken, as applicable) the following actions within the applicable time periods set out below, and further agrees that any failure of the Borrower to take such actions within such time period shall constitute, at the option of the Agent, an Event of Default:
(a) on or before October 8, 2021, deliver to the Agent a certificate of a senior officer of the Borrower to which are appended: (i) copies of the articles of incorporation, certificate of formation and by-laws or constitution (if applicable), operating agreement or shareholder agreement governing the affairs of the Borrower (if applicable), (ii) an incumbency certificate setting out the names and offices of all directors and officers of the Borrower, together with specimen signatures of same, and (iii) certified copies of the resolutions of the shareholders or directors of the Borrower authorizing the execution, delivery and performance of the Transaction Documents to which each is a party and the transactions contemplated thereby, and the granting of security;
(b) on or before October 8, 2021, certificates of good standing in respect of each of the Obligors from the jurisdiction of its organization;
(c) on or before October 8, 2021, deliver to the Agent opinions regarding corporate status of the Borrower, the due authorization, execution and delivery of the Transaction Documents to which the Borrower is a party, all registrations in respect of such security, the results of all applicable

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searches, and the enforceability of such Transaction Documents; all such opinions to be in form and substance satisfactory to the Agent;

(d) on or before five (5) days following the date hereof, deliver to the Agent the Extension Shares and the Increase Shares; and
(e) if requested by the Agent, cause to be delivered to the Agent, within forty-five (45) days of such request, a landlord agreement in form and substance satisfactory to the Agent with respect to any real property leased by an Obligor, other than office space that is either not material or reasonably fungible.
Remedies Upon Default . Upon the occurrence of any Event of Default, the Lender may at its sole option:
(a) declare, by notice in writing to the Borrower, any or all of the Loan Advances and fees and other obligations owing to the Agent and or the Lenders to be immediately due and payable;
(b) realize upon all or any part of the Collateral, pursuant to the Security Documents; and
(c) take such actions and commence such proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Transaction Documents) at such times and in such manner as the Agent in its sole discretion may consider expedient
Accredited Investor Representation. The Agent represents and warrants to the Borrower and Holdings that it is a an “accredited investor” within the meaning of section 73.3 of the Securities Act (Ontario) by virtue of being a person described in the Accredited Investor Certificate (attached as Schedule “K” ), and the Agent is delivering with this Agreement a completed and signed Accredited Investor Certificate.
Extended Meanings. Terms defined in the singular have the same meaning when used in the plural, and vice-versa. When used in the context of a general statement followed by a reference to one or more specific items or matters, the term “including” shall mean “including, without limitation”, and the term “includes” shall mean “includes, without limitation”. Any reference herein to the exercise of discretion by the Agent or any Lender (including phrases such as “in the discretion of”, “in the opinion of”, “to the satisfaction of” and similar phrases) shall mean that such discretion is absolute and unfettered and shall not imply any obligation to act reasonably, unless otherwise expressly stated herein.
Headings . The section headings are not to be considered part of this Agreement, are inserted for convenience of reference only, are not intended to be full or accurate descriptions of the content thereof and shall not affect the construction or interpretation of this Agreement.
Currency . All dollar amounts referred to in this Agreement and all payments to be made hereunder are in Canadian dollars unless agreed to otherwise in writing by the Agent.
Entire Agreement . This Agreement, including the Schedules hereto, and the Exhibits to such Schedules, and any other agreement required hereunder to be delivered in connection herewith, constitute the entire agreement between the parties as to the subject matter of this Agreement and

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may not be amended or modified in any respect except by written instrument signed by the parties hereto.

Severability . In the event that any one or more provisions contained in this Agreement, or any other agreement required hereunder to be delivered in connection herewith, shall be invalid, illegal or unenforceable in any way, the remaining provisions hereof or thereof shall not be affected or impaired thereby unless as a consequence thereof of the rights and benefits granted to the Agent are, in the discretion of the Agent, materially and adversely affected.
Execution . This Agreement may be executed in one or more counterparts, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.
Electronic Execution of Certain Documents . The words “delivery”, “execution,” “signed,” “signature,” and words of like import in any Transaction Document or any other document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law; provided, that notwithstanding anything contained herein to the contrary the Agent is under no obligation to agree to accept electronic signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it.
Business Day . If under the provisions of this Agreement any amount is to be paid or any act or thing is to be done or step is to be taken on a day other than a Business Day, then such amount shall be paid or such act or thing or step shall be done or taken on the next succeeding Business Day.
Further Assurance . The Borrower shall, from time to time execute, draw, endorse and deliver all such instruments and documents and do all such acts and things as the Agent may deem necessary or desirable for the purposes of carrying into effect any or all of the provisions of this Agreement or any documents delivered hereunder or of securing the fulfillment of all the obligations of the Borrower to the Agent hereunder.
Costs, Expenses and Fees . The Borrower agrees to pay all fees owing to the Agent hereunder and all of the Agent’s costs incurred from time to time (including reasonable legal fees and disbursements and reasonable accountant fees and disbursements) in the preparation, negotiation and execution of this Agreement and the other Transaction Documents and all third party costs associated with bringing or attempting to bring this transaction to a close and any costs incurred in the operation or enforcement of this Agreement or any other Transaction Documents. The Agent will provide a summary of such legal fees and disbursements. All costs of insuring the Collateral will be the responsibility of the Borrower. All such costs and expenses shall be payable upon demand. The Agent shall have the right, but not the obligation, to deduct all such costs and expenses and any fees owing to the Agent, from time to time, from the proceeds of any Loan Advance.

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GOVERNING LAW . THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (EXCEPT, AS TO ANY OTHER TRANSACTION DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (EXCEPT, AS TO ANY OTHER TRANSACTION DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
SUBMISSION TO JURISDICTION . THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE AGENT OR ANY RELATED PARTY OF THE AGENT IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE PROVINCE OF ONTARIO SITTING IN THE CITY OF TORONTO, THE FEDERAL COURTS OF CANADA SITTING IN THE CITY OF TORONTO, AND ANY APPELLATE COURT FROM ANY THEREOF, (EXCEPT, AS TO ANY OTHER TRANSACTION DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ONTARIO PROVINCIAL COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
WAIVER OF VENUE . THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT IN ANY COURT REFERRED TO IN SECTION 25. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 28. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
Notice . Any notice to be given by any party hereto to any other party hereto shall be in writing and may be given by personal delivery, or except during any period when postal service is interrupted, by prepaid registered mail, or by facsimile, electronic mail or by other means of instantaneous transmission that produces a permanent copy to the address noted below ( "other communication" ) addressed as follows:

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(a) to the Borrower:

The Green Organic Dutchman Ltd. Building A, Suite 301 6205 Airport Road Mississauga, Ontario L4V 1E3

Attention: Sean Bovingdon Telephone: [Redacted] [telephone number] Email: [Redacted] [email email]

(b) to the Agent or a Lender:

Cortland Credit Lending Corporation c/o Cortland Credit Group Inc. 200 Bay St., Suite 3230 Royal Bank Plaza South Tower Toronto, ON, M5J 2J2

Attention: Bruce Sherk Telephone: [Redacted] [telephone number] Email: [Redacted] [email email]

If given by registered mail shall be deemed to have been received by the party to whom it was addressed on the date falling four (4) Business Days following the date upon which it has been deposited in the post office with postage and cost of registration prepaid, and if personally delivered to an adult during normal business hours, when so delivered, and if given by other communication, the third (3rd) business hour after transmission and confirmation of receipt. Provided that any of the above-named parties may change the address designated from time to time, by notice in writing to the other party hereto.

Binding Effect. This Agreement shall be binding upon and shall enure to the benefit of (i) the Agent and the Lenders and their respective successors and assigns, and (ii) the Borrower and its successors and permitted assigns; “successors” includes any corporation resulting from the amalgamation of any party with any other corporation.
Lenders. The Borrower acknowledges and agrees that the Lenders shall be determined by the Agent from time to time, provided that (i) prior to the occurrence of an Event of Default, a Lender may be any entity designated by the Agent (without the consent of the Borrower) that is managed, affiliated with or Controlled by the Agent, (ii) prior to the occurrence of an Event of Default, a Lender may be any entity designated by the Agent (with the consent of the Borrower) that is not an entity managed, affiliated with or Controlled by the Agent, and (iii) following the occurrence of an Event of Default a Lender may be any entity designated by the Agent in its sole and unfettered discretion.
General Indemnity. The Borrower hereby indemnifies and holds harmless the Indemnified Parties from and against any and all claims, damages, losses, costs and expenses, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, the other Transaction

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Documents or the transactions contemplated hereby or thereby, or any use made or proposed to be made with the proceeds of the Loan Advances, whether or not such investigation, litigation or proceeding is brought by an Obligor, any shareholder or creditor thereof, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such losses and expenses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's intentional or gross negligence or wilful misconduct or for breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Transaction Document, or where such litigation or proceeding is solely between Indemnified Parties.

Claims under the Indemnity. The Indemnified Party claiming indemnification under Section 31 shall give the Borrower prompt notice in writing of particulars of any claim asserted by third parties against it which is covered by such indemnities.
Amendment and Restatement. This Agreement is an amendment and restatement of the Original Credit Agreement, and is in full force and effect, as of and from the date hereof. This Agreement will not discharge or constitute a novation of any debt, obligation, covenant or agreement contained in the Original Credit Agreement or in any other Transaction Document, agreements, certificates and other documents executed and delivered by or on behalf of any Obligor in respect thereof or in connection therewith, but the same shall remain in full force and effect as amended and restated by this Agreement and is hereby ratified and confirmed in the form of this Agreement. For greater certainty, the parties hereto agree that any obligations outstanding under or in connection with the Original Credit Agreement or the Transaction Documents as of the date hereof, constitute obligations outstanding under this Agreement or the Transaction Documents (as applicable). Each reference to the “Credit Agreement” or other similar reference in any of the Transaction Documents and all other agreements, certificates and other documents executed and delivered by any of the Obligors or Cortland in respect thereof or in connection therewith shall mean and be a reference to this Agreement.

[Remainder of this page is intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement.

BORROWER:

THE GREEN ORGANIC DUTCHMAN LTD.

Per: “ Sean Bovingdon ” Name: Sean Bovingdon Title: Chief Financial Officer

Per: Name: Title: I/we have the authority to bind the Borrower.

AGENT:

CORTLAND CREDIT LENDING CORPORATION, as Agent

Per: “ Bruce Sherk ” Name: Bruce Sherk Title: President

Per: Name: Title: I/we have the authority to bind the Agent.

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SCHEDULE "A"

FORM OF ADVANCE REQUEST CERTIFICATE

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ADVANCE REQUEST CERTIFICATE

Pursuant to the provisions of the amended and restated credit agreement dated September 30, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) (terms defined therein being used herein as so defined), between, inter alia , The Green Organic Dutchman Ltd. (the “ Borrower ”) and Cortland Credit Lending Corporation, as administrative agent (the “ Agent ”), the undersigned, being an officer or director of the Borrower hereby represents, warrants and certifies in such capacity, and not in her or his personal capacity, as follows:

Representations and Warranties. The representations and warranties of the Borrower and the other Obligors set forth in the Credit Agreement, or which are contained in any certificate, document or financial or other written statement furnished pursuant to or in connection with the Credit Agreement, including the other Transaction Documents are accurate and complete in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except to the extent specified in the Credit Agreement or Transaction Documents to be made as of a specific date.
No Material Adverse Change. Since the date of the latest financial statements of the Borrower provided to the Agent in connection with the Transaction Documents, no Material Adverse Change has occurred.
No Default. No Default or Event of Default has occurred and is continuing as of the date hereof.
Conditions Precedent. The conditions precedent to this Loan Advance in accordance with the Credit Agreement have been satisfied.
Loan Advance. The Borrower hereby requests, authorizes, and instructs the Agent to drawdown and advance under the Revolving Facility the amount of CDN $ __ to the Borrower on __, 20____. This will be the Agent’s authority:

a) [⚫]; and

b) [⚫].

[Signature Page Follows]

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DATED ___, 20__.

THE GREEN ORGANIC DUTCHMAN LTD.

Per: Name: Title:

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SCHEDULE "B"

FORM OF BORROWING BASE CERTIFICATE

[to follow]

Schedule “B”, Page 1

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SCHEDULE “C”

DEFINED TERMS

As used in this Agreement and unless otherwise stated herein, the terms set out below shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ $ ” and “ Dollar ” each mean Canadian dollars.

“ Account Debtor ” means the account debtor in respect of any account receivable of an Obligor arising from a bona fide, fully-completed transaction in the ordinary course of business consisting of either the sale of goods or the provision of services by the Obligor.

“ Advance Rate ” means eighty-five percent (85%).

“ Advance Request Certificate ” means a written notice, in the form attached as Schedule “A” attached hereto, pursuant to which the Borrower may request a Loan Advance in an amount not less than $250,000.

" Affiliate " means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Amendment No. 1 ” means the first amendment to this Agreement dated May 27, 2020.

“ Amendment No. 1 Effective Date ” means the date upon which all of the conditions precedent to the effectiveness of Amendment No. 1 shall have been satisfied.

“ Amendment No. 1 Exercise Price ” means $0.50.

“ Amendment No. 2 ” means the second amendment to this Agreement dated October 1, 2020.

“ Amendment No. 2 Effective Date ” means the date upon which all of the conditions precedent to the effectiveness of Amendment No. 2 shall have been satisfied.

“ Amendment No. 2 Exercise Price ” means $0.30.

“ Amendment No. 3 ” means the third amendment to this Agreement dated July 30, 2021.

“ Amendment No. 3 Amount ” an amount equal to $3,000,000.

“ Amendment No. 3 Effective Date ” means the date upon which all of the conditions precedent to the effectiveness of Amendment No. 3 shall have been satisfied.

“ Anti-Terrorism and Corruption Laws ” means any Applicable Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, corruption or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws, rules and regulations, all as amended, supplemented or replaced from time to time.

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“ Applicable Law ” means, with respect to any Person, all laws, rules, regulations and orders of Governmental Authorities applicable to such Person or any of its properties or assets.

“ Approved Jurisdiction ” means a country in which it is legal in all political subdivisions therein (including for greater certainty on a federal, state, provincial, territorial and municipal basis) to undertake any Cannabis-Related Activities provided that in each case (i) such country has been approved in writing by the Agent in its discretion and (ii) if required by the Agent, the ability to undertake Cannabis-Related Activities to the extent permitted by Applicable Law therein is confirmed by a legal opinion provided by the Borrower's counsel in such jurisdiction, in form and substance satisfactory to the Agent. The Agent may in its discretion from time to time (i) upon receipt of a written request by the Borrower, designate any jurisdiction an Approved Jurisdiction provided that the above criteria are satisfied; and (ii) revoke the designation of any jurisdiction as an Approved Jurisdiction by written notice to the Borrower if such criteria are not satisfied.

“ Associate ” has the meaning ascribed thereto in the Canada Business Corporations Act .

“ Bankruptcy Event ” means an Involuntary Bankruptcy Event or a Voluntary Bankruptcy Event.

“ Base Facility Amount ” means: (a) prior to completion of the Hempoland Transaction, Seventeen Million Dollars ($17,000,000); and (b) five Business Days following the completion of the Hempoland Transaction, Eleven Million Dollars ($11,000,000).

“ Blocked Account Agreement ” means an agreement, in form and substance satisfactory to the Agent, in respect of a Collections Account in which, among other things, the financial institution maintaining such account acknowledges and agrees with the Agent and relevant Obligors that the Agent will control all disbursements from such accounts.

“ Borrowing Base Certificate ” means a written report, in the form attached as Schedule “B” attached hereto, pursuant to which the Borrower has, among other things, calculated the Revolving Facility Margin Limit.

“ Business Day ” means any day other than: (a) a Saturday or Sunday; or (b) a day on which banking institutions in Toronto, Ontario, are authorized or obligated by law or executive order to be closed.

“ Cannabis ” means:

(a) any plant or seed, whether live or dead, from any species or subspecies of genus Cannabis , including Cannabis sativa , Cannabis indica and Cannabis ruderalis , Marijuana and any part, whether live or dead, of the plant or seed thereof, including any stalk, branch, root, leaf, flower, or trichome;
(b) any material obtained, extracted, isolated, or purified from the plant or seed or the parts contemplated by clause (a) of this definition, including any oil, cannabinoid, terpene, genetic material or any combination thereof;
(c) any organism engineered to biosynthetically produce the material contemplated by clause (b) of this definition, including any micro-organism engineered for such purpose;

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(d) any biologically or chemically synthesized version of the material contemplated by clause (b) of this definition or any analog thereof, including any product made by any organism contemplated by clause (c) of this definition;
(e) any other meaning ascribed to the term “cannabis” under Applicable Law in any Approved Jurisdiction, including the Cannabis Act and the Controlled Drugs and Substances Act (Canada); and
(f) any other meaning ascribed to the term “cannabis” under the Controlled Substances Act (United States).

“ Cannabis Act ” means An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts , S.C. 2018, c. 16, as amended from time to time.

“ Cannabis Regulations ” means Cannabis Regulations under the Cannabis Act, as amended from time to time and all other regulations made from time to time under the Cannabis Act or any other statute in an Approved Jurisdiction with respect to Cannabis-Related Activities.

“ Cannabis-Related Activities ” means any activities, including advertising or promotional activities, relating to or in connection with the importation, exportation, cultivation, production, purchase, distribution or sale of Cannabis or Cannabis-related products.

“ Capital Lease ” means, with respect to a Person, a lease or other arrangement in respect of personal property that is required to be classified and accounted for as an obligation on a balance sheet of the Person in accordance with IFRS.

“ Change of Control ” means (i) if both (x) Brian Athaide ceases to be the chief executive officer of the Borrower, and (y) Sean Bovingdon ceases to be the chief financial officer of the Borrower, and the Agent shall not have been satisfied, in its reasonable discretion, with the arrangements made with respect to the replacement of both such individuals, (ii) fifty percent (50%) or more of the ownership or Control of the voting interests of Holdings are acquired, directly or indirectly, by any Person, whether acting individually or in concert with any other Person or Persons, (iii) the sale of all or substantially all of the assets of any Obligor (other than to another Obligor); or (iv) if any wholly owned, direct or indirect, subsidiary of the Borrower ceases to be wholly owned, directly or indirectly, by the Borrower; or (v) Borrower ceases to be wholly-owned, directly or indirectly, by Holdings.

“ Collateral ” means all present and after acquired undertaking and personal property of the Obligors, including all proceeds thereof, subject to such customary exclusions as set out in the Security Documents.

“ Collections Account ” means the account established and maintained by a Schedule “I” Canadian Chartered Bank in the name of the Borrower into which all payments by Account Debtors are deposited and which account shall at all times be subject to the Blocked Account Agreement.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Default ” means any event, act, omission or condition which with the giving of notice or passage of

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time, or both, would result in an Event of Default.

“ EBITDA ”, for a period, means net income of the Borrower for such period, on a consolidated basis, plus, without duplication for such period, each on a consolidated basis, interest expense, taxes, depreciation, amortization, extraordinary or non-recurring losses and impairments, unrealized losses in the fair value of biological assets and non-cash stock based compensation, less unrealized gains in the fair value of biological assets and extraordinary or non-recurring gains.

“ Eligible Account Receivable ” means, in respect of any Obligor, an account receivable of such Obligor (in this definition, individually called an "account") which satisfies all of the following eligibility criteria:

(a) the account is subject to a first-ranking security interest held by the Agent pursuant to the Security Agreements and is not subject to any other Liens, except Permitted Encumbrances, and the Account Debtor thereof has been directed to pay the proceeds of such account to the Collections Account;
(b) if the Account Debtor is a Governmental Authority, all requirements of Applicable Law have been satisfied in order that the assignment of such account in favour of the Agent shall be valid and enforceable;
(c) the Account Debtor is located in an Approved Jurisdiction;
(d)
the Account Debtor is not any Obligor or any Related Person of any Obligor;
(e) the account is not in dispute or subject to any defence, counterclaim or claim by the Account Debtor for credit, set-off, allowance or adjustment;
(f) the Obligor does not have an obligation to hold any portion of the account in trust or as agent for any other Person (except pursuant to a statutory lien securing obligations which are not overdue);
(g) an invoice relating to the account has been issued by the Obligor and received by the Account Debtor;
(h) the account is not outstanding for more than ninety-one (91) days from the date of the invoice relating thereto (regardless of the due date specified in such invoice for payment), unless the Account Debtor is a Governmental Authority, in which case the account shall not be outstanding for more than one hundred twenty-one (121) days from the date of the invoice relating thereto (regardless of the due date specified in such invoice for payment);
(i) the Account Debtor is not insolvent or subject to any Bankruptcy Event; and
(j) the account is not subject to undue credit risk in the opinion of the Agent.

“ Event of Default ” means:

(a) if any Obligor at any time shall fail to pay or perform with regard to the obligation to repay the principal or interest on each Loan Advance on the date required by this Agreement for such payment;

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(b) if any Obligor at any time shall fail to pay or perform with regard to the obligation to pay any fees or other amounts payable to the Agent (which, for greater certainty, does not include amounts payable under item (i), above) within three (3) Business Days of the date required by this Agreement or any other Transaction Document for such payment;
(c) if any Obligor ceases or threatens to cease carrying on its business or if a petition shall be filed, an order shall be made or an effective resolution shall be passed for the winding-up or liquidation of an Obligor;
(d) if a Bankruptcy Event of any Obligor occurs;
(e) if a Change of Control (that has not been consented to in writing by the Agent) occurs;
(f) if any encumbrancer, lien holder or Person acting on its behalf shall take possession of the Collateral or any part thereof;
(g) if any Obligor permits any sum which is outstanding in an aggregate principal amount exceeding $100,000 and which has been admitted as due by such Obligor or is not disputed to be due by it and which forms or is capable of being made a charge on any Collateral in priority to the security interests granted to the Agent to remain unpaid after proceedings have been taken to enforce such charge;
(h) if any representation or warranty made by or on behalf of any Obligor or any of its officers, employees or agents to the Agent shall be false or inaccurate, in any material respect (determined in the discretion of the Agent, acting reasonably);
(i) if any Obligor fails to perform or comply with any of its covenants or obligations contained in any Transaction Document; provided that (other than any covenants provided for in Sections 8(j), 8(k), 8(l), 8(m), 8(n), 8(o), 8(p), 8(q), 8(r), 8(t), 8(u), 8(v), 8(w), and 8(y) or any other Event of Default provided for in any other clause of this definition), if such non-compliance is capable of being remedied within ten (10) days, such Obligor diligently attempts to remedy such noncompliance and informs the Agent of its efforts in this regard, and remedies such default within such ten (10) days, then such non-compliance shall be deemed not to constitute an Event of Default;
(j) if any Obligor defaults in the observance or performance of any provision relating to the indebtedness or liability of such Obligor to any Person other than the Agent, in an aggregate principal amount exceeding $100,000 , subject to any cure or grace periods provided for in the documentation providing for such indebtedness or liability ;
(k) if any Material Agreement or Material Permit shall terminate, be withdrawn, suspended, revoked, cancelled or amended in contravention of this Agreement;
(l) if a Material Adverse Change shall have occurred;
(m) if there is a suspension of trading of the common shares of Holdings on the Canadian Securities Exchange (or such other recognized stock exchange as may be agreed upon by Holdings and the Agent and such suspension is in excess of five (5) trading days on such exchange; or

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(n) if the Cannabis Act is repealed and not replaced with similar legislation.

“ Governmental Authority ” means the government of Canada, the United States of America or any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body (including any self-regulatory body), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and for greater certainty includes Health Canada.

“ Guarantee ” means any agreement by which any Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of, or provide any financial assistance to any other Person or otherwise assures any creditor of such Person against loss, and shall include any contingent liability under any letter of credit or similar document or instrument.

“ Hazardous Materials ” means any contaminant, pollutant, waste or substance that is likely to cause immediately or at some future time harm or degradation to the surrounding environment or risk to human health; and without restricting the generality of the foregoing, including any pollutant, contaminant, waste, hazardous waste or dangerous goods that is regulated by any Requirements of Environmental Law or that is designated, classified, listed or defined as hazardous, toxic, radioactive or dangerous or as a contaminant, pollutant or waste by any Requirements of Environmental Law.

“ Health Canada Licenses ” means, in respect of any Obligor, all Material Permits of such Obligor which are both related to the Cannabis-Related Activities of such Obligor and issued by Health Canada, including Material Permits to plant, grow, cultivate, extract, produce, process, store, destroy, sell, provide, ship, deliver, transport and/or distribute cannabis under Applicable Law, including without limitation License Nos. LIC-CJMMLU7IJN-2019, LIC-NIHQWUXTUS-2019, LIC-QBWAEEME64-2018, LICQBWAEEME64-2018-2, and LIC-NM7TA6CIJ3-2019.

“ Hempoland Transaction ” has the meaning given to such term in Section 8(ii).

“ Holdings ” means The Green Organic Dutchman Holdings Inc.

" Indemnified Parties " refers collectively to the Agent, the Lenders, each of their affiliates as well as each of its directors, officers, employees, representatives and agents and " Indemnified Party " refers to any one thereof.

“ Interest Rate ” means the greater of (i) [Redacted] [interest rate] per annum and, (ii) the TD Prime Rate, plus [Redacted] [interest rate] per annum.

“ Involuntary Bankruptcy Event ” means, without the consent or acquiescence of the applicable Person, the entering of an application for an order for relief or approving a petition or court order for relief or reorganization or any other petition or order seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, monitoring or other similar relief under any present or future bankruptcy, insolvency or similar process under Applicable Law, or the filing of any such petition or order against such Person or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, monitor, custodian, inspector, receiver or liquidator of such Person or of all or any substantial part of the undertaking or property of such Person, in each case where such petition

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or order shall remain unstayed or shall not have been stayed or dismissed within forty-five (45) days from entry thereof.

“ Lien ” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property or other priority or preferential arrangement of any kind or nature whatsoever, in each case to secure payment of a debt or performance of an obligation, including any conditional sale or any sale with recourse.

“ Loan Advance ” means any loan extended to the Borrower pursuant to the terms of this Agreement.

“ Marijuana ” has the meaning ascribed to such term (i) under the Applicable Law in any Approved Jurisdiction or (ii) under the Controlled Substances Act (United States).

“ Material Adverse Change ” means any event, circumstance or change that could be expected to result, individually or in the aggregate, in a material adverse effect, in any respect, on (a) the legality, validity or enforceability of any of the Transaction Documents or any of the security interests provided for thereunder, (b) the right or ability of an Obligor to perform any of its obligations under any of the Transaction Documents, in each case to which it is a party, or to consummate the transactions contemplated under any of the Transaction Documents, (c) the financial condition, assets, business or prospects of the Obligors, taken as a whole, (d) any Material Permit, (e) an Obligor’s ability to retain, utilize, exploit or comply with its obligations under any Material Permit, or (f) the rights or remedies of the Agent under any of the Transaction Documents, that any change in the financial condition of an Obligor as the date hereof caused by or related to the COVID-19 global pandemic occurring prior to the date of this Agreement shall not constitute a Material Adverse Change.

“ Material Agreement ” means any contract or agreement of an Obligor (i) which involves potential revenue or expenditure in excess of $500,000 in any fiscal year, or (ii) the loss, termination or nonrenewal of which would reasonably be expected to result in a Material Adverse Change, including without limitation any agreement between an Obligor and any other Person for the supply of Cannabis.

“ Material Permit ” means the Health Canada Licenses and any other authorization, approval, consent, exemption, license, grant, permit, franchise, right, privilege or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, development permit or building permit), the failure of which to be obtained or held would prohibit or reasonably be expected to materially and adversely affect the ability of any Obligor to conduct its business as presently conducted and planned to be conducted.

“ Obligors ” means, collectively the Borrower, Holdings and all of Holdings’ direct and indirect subsidiaries which are organized under the federal laws of Canada (or any province thereof) or any state of the United States of America, and “Obligor” means any of them; for greater certainty, as of the date of this Agreement, the Obligors include the Borrower, The Green Organic Dutchman Holdings Ltd., The Green Organic Hemp Ltd., Medican Organic Inc.

“ Permitted Encumbrances ” means, collectively:

(a) Liens granted in favour of the Agent pursuant to the Security Agreements;

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(b) Liens or deposit under workers' compensation, social security or similar legislation or in connection with bids, tenders, leases or contracts or to secured related public or statutory obligations, surety and appeal bonds where required by law;
(c) any builders’, mechanics’, materialman’s, carriers’, repairmen’s, warehousemen’s, landlords’ and other like Liens and privileges, in each case, which relate to obligations not yet due or delinquent or being contested in good faith;
(d) any Liens for taxes, assessments, unpaid wages, unpaid superannuation or governmental charges or levies for the then current year and not at the time due and delinquent or are being contested in good faith;
(e) any right reserved to or vested in any Governmental Authority by the terms of any lease, licence, franchise, grant, claim or permit held or acquired by an Obligor, or by any statutory provision, to terminate the lease, licence, franchise, grant, claim or permit or to purchase assets used in connection therewith or to require annual or other periodic payments as a condition of the continuance thereof;
(f) any Lien created or assumed by any Obligor in favour of a public utility when required by the utility in connection with the operations of such Obligor that do not in the aggregate detract from the value of any of the Collateral or impair their use in the operation of the business of such Obligor;
(g) any reservations, limitations, provisos and conditions expressed in original grants from any Governmental Authority;
(h) any applicable municipal and other Governmental Authority restrictions affecting the use of land or the nature of any structures which may be erected thereon, any minor encumbrance, such as easements, rights-of-way, servitudes or other similar rights in land granted to or reserved by other Persons, rights-of-way for sewers, electric lines, telegraph and telephone lines, oil and natural gas pipelines and other similar purposes, or zoning or other restrictions applicable to the use of real property by any Obligor, or title defects, encroachments or irregularities, that do not detract from the value of the property or impair its use in the operation of the business of any Obligor;
(i) any Lien that secures Permitted Indebtedness referred to under clause (c) of the definition of “Permitted Indebtedness”;
(j) any Lien that secures Permitted Indebtedness referred to under clause (g) of the definition of “Permitted Indebtedness” provided that: (a) such Lien is limited to the mobile equipment which was acquired with the proceeds of such Permitted Indebtedness and (b) the amount of such Permitted Indebtedness secured by any such Lien at no time exceeds 100% of the original acquisition price of such mobile asset at the time it was acquired, plus interest and fees, if any;
(k) any Lien in connection with attachments, judgments and other similar Liens arising in connection with court proceedings; provided however that: (a) the Liens are in existence for less than twenty (20) Business Days after their creation, or (b) the execution or other enforcement of the Lien is effectively stayed or the claims so secured is being contested in good faith by

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appropriate proceedings and as to which reserves are being maintained in accordance with generally accepted accounting principles;

(l) customary rights of set-off or combination of accounts with respect to deposits or accounts incurred in the ordinary course of business; and
(m) Liens listed in Schedule “J”;
(n) any Lien that secures indebtedness provided that such Lien is limited to monies paid or payable under the insurance policies together with the assigned right to cancel the insurance policies.

“ Permitted Guarantees ” means any Guarantee by an Obligor of any Permitted Indebtedness.

“ Permitted Indebtedness ” means any:

(a) indebtedness under this Agreement;
(b) indebtedness comprised of amounts owed to trade creditors and accruals in the ordinary course of business, which are either not overdue or, if disputed and in that case whether or not overdue, are being contested in good faith by such Obligor by appropriate proceedings diligently conducted, and provided always that: (i) the failure to pay such indebtedness could not be expected to result in a Default or Event of Default and (ii) the aggregate amount of such indebtedness does not exceed $15,000,000;
(c) any inter-company indebtedness between any Obligors;
(d) any other indebtedness which the Agent agrees in writing is Permitted Indebtedness for the purposes of this Agreement;
(e) any indebtedness under Capital Leases and Purchase Money Obligations, which indebtedness does not exceed $10,000,000 in the aggregate for the Obligors at any time; and
(f) indebtedness owed to any Person providing or financing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, in each case incurred in the ordinary course of business.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Potential Priority Claims ” means all amounts owing or required to be paid, where the failure to pay any such amount could give rise to a claim pursuant to any Applicable Law or otherwise, which ranks or is capable of ranking in priority to the Agent’s security or otherwise in priority to any claim by the Agent for repayment of any amounts owing under this Agreement.

“ PPSA ” means the Personal Property Security Act (Ontario), as amended, and to the extent relevant, equivalent statutes of the other Provinces of Canada, including the Civil Code of Quebec .

“ Priority Lien ” means any Lien that is not a Subordinated Lien.

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“ Purchase Money Obligation ” means, with respect to a Person, indebtedness of the Person issued, incurred or assumed to finance all or part of the cost of acquiring any tangible asset.

“ Related Person ” in relation to any Person means a Subsidiary, Affiliate, Associate or shareholder, director, officer or employee of such Person.

“ Requirements of Environmental Law ” means: (i) obligations under common law; (ii) requirements imposed by or pursuant to statutes, regulations and by-laws whether presently or hereafter in force; (iii) directives, policies and guidelines issued or relied upon by any Governmental Authority to the extent such directives, policies or guidelines have the force of law; (iv) permits, licenses, certificates and approvals from Governmental Authorities which are required in connection with air emissions, discharges to surface or groundwater, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation or disposal of Hazardous Materials; and (v) requirements imposed under any clean-up, compliance or other order made pursuant to any of the foregoing, in each and every case relating to environmental, health or safety matters including all such obligations and requirements which relate to (A) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation of Hazardous Materials and (B) exposure to Hazardous Materials.

“ Responsible Person ” means: (i) an officer or director of any Obligor; or (ii) any other Person required to hold a security clearance pursuant to the Cannabis Act or the Cannabis Regulations.

“ Revolving Facility ” means a revolving credit facility in an amount not to exceed the Revolving Facility Limit.

“ Revolving Facility Limit ” means the Base Facility Amount at such time, plus the Revolving Facility Margin Limit at such time, provided that such aggregate amount shall not at any time exceed $25,000,000.

“ Revolving Facility Margin Limit ” means, at any time, the Advance Rate multiplied by, (x) the face amount of all Eligible Accounts Receivables at such time, minus (y) any Eligible Accounts Receivables subject to any Potential Priority Claims and Priority Liens at such time.

“ Security Agreements ” means, collectively, (i) general security and pledge agreements (or hypothecs) delivered by each of the Obligors to the Agent; (ii) the debentures and mortgages given by the Obligors to the Agent, as applicable, in respect of the real property owned by them; (iii) security agreements in respect of intellectual property delivered by each of the Obligors to the Agent, as applicable; (iv) a subordination agreement or intercreditor from each creditor in respect of an Outstanding Payable, as applicable ; (v) all guarantees given by any Obligor to the Agent, and (vi) a Blocked Account Agreement with respect to the Collections Accounts; and (vii) assignments of insurance delivered by the Obligors in favour of the Agent, as applicable, in each case, as such agreements may be amended, amended and restated or replaced in its entirety from time to time.

“ Solvent ” means, with respect to any Person as of the date of determination, (i) the aggregate property of such Person is sufficient, if disposed of at a fairly conducted sale under legal process, to enable payment of all its obligations, due and accruing due; (ii) the aggregate property of such Person is, at a fair valuation, sufficient to enable payment of all its obligations, due and accruing due; (iii) such Person is able to meet its obligations as they generally become due; and (iv) such Person has not ceased paying

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its current obligations in the ordinary course of business as they generally become due; and for purposes of this definition, the amount of any contingent obligation at such time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subordinated Lien ” means any Lien for which the holder thereof has agreed, pursuant to a subordination agreement or intercreditor agreement in form satisfactory to the Agent, that such Lien shall at all times be subordinated and postponed in favour of the Liens granted by any Obligor in favour of the Agent.

“ Subsidiary ” means a Person (other than a natural person) which is Controlled, directly or indirectly, by another Person (other than a natural person); and for greater certainty includes a Subsidiary of a Subsidiary.

“TD Prime Rate” means the floating annual rate of interest established from time to time by the Toronto-Dominion Bank as the reference rate it will use to determine rates of interest payable to the Toronto-Dominion Bank by commercial borrowers from it of Canadian dollar loans in Canada and designated by it as its “prime rate”.

“ Total Exposure ” has the meaning given to such term in Section 3(a) of this Agreement.

“ Transaction Documents ” means, collectively, this Agreement, the Guarantees given by the Obligors (other than the Borrower) in respect of the obligations under this Agreement, the Security Agreements, the Warrants, the Amendment No. 1 Warrants, the Amendment No. 2 Warrants and all other documents contemplated by this Agreement and/or delivered in connection with this Agreement (including, for greater certainty, any Advance Request Certificate and Borrowing Base Certificate).

“ Utilization Fee Rate ” means two and four tenths of a percent (2.40%) per annum, divided by the then current calendar year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be.

“ Vendor Subordination Agreements ” means the subordination agreements referred to in part (iv) of the definition of “Security Agreements”.

“ Voluntary Bankruptcy Event ” means (a) an admission in writing by a Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (b) the filing of any assignment, petition or consent thereto or answer by such Person seeking to adjudicate itself as bankrupt or insolvent, or seeking for itself any liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of such Person or its debts under any present or future bankruptcy, insolvency or similar Applicable Law, or seeking, consenting to or acquiescing in the entry of an order for relief in any case under any such Applicable Law, or the appointment of or taking possession by a trustee, monitor, custodian, inspector, receiver or liquidator of such Person or for any substantial part of such Person’s property, or (c) corporate or other action taken by such Person to authorize any of the actions set forth above.

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SCHEDULE “D”

LITIGATION

[Redacted] [details of litigation]
[Redacted] [details of litigation]
[Redacted] [details of litigation]

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SCHEDULE “E”

ENVIRONMENTAL DISCLOSURE

Nil.

33497288.2

SCHEDULE “F”

CORPORATE INFORMATION

Intercorporate Relationships

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The Green Organic Dutchman Ltd.

Name of Obligor: The Green Organic Dutchman Ltd. Prior Obligor Names: N/A Predecessor Corporations: N/A Jurisdiction of Incorporation: Canada Registered Office: Building A, Suite 200, 6205 Airport Road, Mississauga, Ontario L4V 1E3

Principal Place of Business/ 1915 Jerseyville Road West, Jerseyville, Ontario L0R 1R0 Chief Executive Office: Issued & Outstanding Shares: 200 common shares List of Shareholders: The Green Organic Dutchman Holdings Ltd. – 200 common shares

The Green Organic Dutchman Holdings Ltd.

Name of Obligor: The Green Organic Dutchman Holdings Ltd. Prior Obligor Names: N/A

33497288.2

Predecessor Corporations: N/A Jurisdiction of Incorporation: Canada Registered Office: Building A, Suite 200, 6205 Airport Road, Mississauga, Ontario L4V 1E3 Principal Place of Business/ Building A, Suite 200, 6205 Airport Road, Mississauga, Ontario L4V 1E3 Chief Executive Office: Issued & Outstanding Shares: 313,608,518 common shares List of Shareholders: N/A The Green Organic Hemp Ltd. Name of Obligor: The Green Organic Hemp Ltd. Prior Obligor Names: N/A Predecessor Corporations: N/A Jurisdiction of Incorporation: Canada Registered Office: Building A, Suite 200, 6205 Airport Road, Mississauga, Ontario L4V 1E3 Principal Place of Business/ Building A, Suite 200, 6205 Airport Road, Mississauga, Ontario L4V 1E3 Chief Executive Office: Issued & Outstanding Shares: 103 common shares List of Shareholders: The Green Organic Dutchman Holdings Ltd. – 103 common shares Medican Organic Inc. Name of Obligor: Medican Organic Inc./Médican Biologique inc. Prior Obligor Names: N/A Predecessor Corporations: 9371-8633 Québec Inc./9371-8633 Québec Inc. Jurisdiction of Incorporation: Québec Registered Office: 311-455 Boul. Fénelon, Dorval, Québec H9S 5T8

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Principal Place of Business/ 1175 Boul. Gérard-Cadieux, Salaberry-de-Valleyfield, Québec, J6T 6M1 Chief Executive Office:

Issued & Outstanding Shares: 100 common shares List of Shareholders: The Green Organic Dutchman Holdings Ltd. – 100 common shares

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SCHEDULE “G”

PENDING CORPORATE CHANGES

Warrants issued by The Green Organic Dutchman Holdings Ltd. under the indenture dated October 23, 2020 and trading on the Canadian Securities Exchange under the symbol “TGOD.WA”.

Warrants issued by The Green Organic Dutchman Holdings Ltd. under the indenture dated December 10, 2020 and trading on the Canadian Securities Exchange under the symbol “TGOD.WB”.

Warrants issued by The Green Organic Dutchman Holdings Ltd. under the indenture dated June 12, 2020 and trading on the Canadian Securities Exchange under the symbol “TGOD.WR”.

Warrants issued by The Green Organic Dutchman Holdings Ltd. under the indenture dated December 19, 2019 and trading on the Canadian Securities Exchange under the symbol “TGOD.WS”.

Warrants issued by The Green Organic Dutchman Holdings Ltd. to Maynbridge Capital Inc. in connection with its senior secured loan, repaid on June 22, 2021.

Warrants issued by The Green Organic Dutchman Holdings Ltd. To Cortland Credit Corporation. in connection with its senior secured loan, repaid on June 22, 2021.

Warrants issued by The Green Organic Dutchman Holdings Ltd. to Canaccord Genuity Corp. in connection with its financings of The Green Organic Dutchman Holdings Ltd.

Escrowed share units, contingent share units, RSUs, and incentive stock options and ESPPissued under The Green Organic Dutchman Holdings Ltd.’s incentive compensation plans

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SCHEDULE "H"

MATERIAL AGREEMENTS AND MATERIAL PERMITS

[Redacted] [list of material agreements and permits]

33497288.2

SCHEDULE "I"

REAL PROPERTY

Owned:
a. 1915 Jerseyville Road West, Jerseyville, ON L0R 1R0 owned by The Green Organic Dutchman Ltd.
Leased:
a. 6205 Airport Rd., Suites 200 & 301, Bldg A, Mississauga, ON L4V 1E3 leased by The Green Organic Dutchman Holdings Ltd.
b. 311-455 BOUL., Fenelon, Dorval, Quebec H9S 578 leased by Medican Organic Inc.

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SCHEDULE "J"

PERMITTED ENCUMBRANCES

[Redacted] [permitted encumbrances]

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SCHEDULE "K"

ACCREDITED INVESTOR CERTIFICATE

TO: THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD. (the “ Corporation ”)

You (the undersigned accredited investor) represent and warrant to the Corporation that you are an “accredited investor” as defined in section 73.3 of the Securities Act (Ontario), on the basis that you fit within the category of accredited investor which you have indicated below.

You represent and warrant that you are: {please initial the applicable item, complete the relevant information and sign this certificate}

_____ (a) a Schedule I, II or III bank, or a Canadian financial institution
_____ (b) the Business Development Bank of Canada
_____ (c) a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary
_____ (d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer
_____ (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d)
_____ (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador)
_____ (f) the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada
_____ (g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec
_____ (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government
_____ (i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada

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_____ (j)

an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000

{Note: Financial assets include cash and securities, but do not include a personal residence – see the definition of “financial assets” later in this certificate. Financial assets are generally liquid or relatively easy to liquidate. You must subtract any liabilities related to your financial assets to calculate your net financial assets—see the definition of “related liabilities”. Financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets and deal with them directly are not considered to be beneficially owned by you.}

_____ (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000

{Note: The financial assets of your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net financial assets under this paragraph (j.1).}

_____ (k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year
_____ (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000

{Note: To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total liabilities (which may include a mortgage). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the time of the subscription.}

_____ (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements
_____ (n) an investment fund that distributes or has distributed its securities only to:
(i) a person that is or was an accredited investor at the time of the distribution;
(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 ( Minimum amount investment ), or 2.19 ( Additional investment in investment funds ) of NI 45-106; or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 ( Investment fund reinvestment ) of NI 45-106
_____ (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt
_____ (p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a

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jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be

_____ (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction
_____ (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded
_____ (s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function
_____ (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors

{Note: If you have initialled this paragraph (t), name each owner of an interest, and indicate the category of accredited investor into which that person fits (by reference to the paragraph numbers in this Error! Reference source not found. ). If a person named below is a director required by law to own a voting security, and that person is not an accredited investor, indicate “director” under Category.}

Name Category
_____ (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser
_____ (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor
_____ (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse

{Note: If you have initialled this paragraph (w), name the person who established the trust and each trustee, and indicate the category of accredited investor into which that person fits (by reference to the paragraph numbers in this Error! Reference source not

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found. ). If a person named below is not an accredited investor, indicate “N/A” under Category.}

Name Category Person who established trust: Trustee: Trustee: Trustee:

Signatures
Name of accredited investor:	CORTLAND CREDIT LENDING CORPORATION
Signature of authorized signatory/agent on behalf of accredited investor:
Name and official capacity or title of authorized signatory/agent:
Date:

As used in this certificate, the following terms have the following meanings.

“ Canadian financial institution ” means:

(a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act; and
(b) in Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be; and
(c) outside of Ontario, also means a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

“ eligibility adviser ” means:

(a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and

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(b) in Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
(i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and
(ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months.

“ executive officer ” means, for an issuer, an individual who is:

(a) a chair, vice-chair or president;
(b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or
(c) performing a policy-making function in respect of the issuer.

“ financial assets ” means:

(a) cash;
(b) securities; or
(c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

“ foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada.

“ founder ” means, in respect of an issuer, a person who:

(a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and
(b) at the time of the distribution or trade is actively involved in the business of the issuer.

“ fully managed account ” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

“ investment fund ” has the same meaning as in National Instrument 81-106 — Investment Fund Continuous Disclosure and means a mutual fund or a non-redeemable investment fund.

“ jurisdiction of Canada ” means a province or territory of Canada.

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“ non-redeemable investment fund ” means an issuer:

(a) whose primary purpose is to invest money provided by its securityholders;
(b) that does not invest:
(i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or
(ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and
(c) that is not a mutual fund.

“ person ” includes:

(a) an individual;
(b) a corporation;
(c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and
(d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

“ related liabilities ” means:

(a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or
(b) liabilities that are secured by financial assets.

“ spouse ” means an individual who:

(a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;
(b) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or
(c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

“ subsidiary ” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

33497288.2

AI assistant

BZAM LTD. — Capital/Financing Update 2021

47394_rns_2021-10-05_1614fb08-3cf1-4cd4-bdb5-0478ea7cff97.pdf

AMENDED AND RESTATED CREDIT AGREEMENT

1. Funding Commitment .

7. Reporting Covenants .

(iv) [Intentionally Deleted.]

(iv) [Intentionally Deleted.]

(v) [Intentionally Deleted.]

10. Term and Termination .

BORROWER:

THE GREEN ORGANIC DUTCHMAN LTD.

AGENT:

CORTLAND CREDIT LENDING CORPORATION, as Agent

SCHEDULE "A"

FORM OF ADVANCE REQUEST CERTIFICATE

ADVANCE REQUEST CERTIFICATE

THE GREEN ORGANIC DUTCHMAN LTD.

SCHEDULE "B"

FORM OF BORROWING BASE CERTIFICATE

[to follow]

SCHEDULE “C”

DEFINED TERMS

“ Event of Default ” means:

“ Permitted Encumbrances ” means, collectively:

LITIGATION

SCHEDULE “E”

ENVIRONMENTAL DISCLOSURE

SCHEDULE “F”

CORPORATE INFORMATION

Intercorporate Relationships

The Green Organic Dutchman Ltd.

The Green Organic Dutchman Holdings Ltd.

SCHEDULE “G”

PENDING CORPORATE CHANGES

SCHEDULE "H"

MATERIAL AGREEMENTS AND MATERIAL PERMITS

[Redacted] [list of material agreements and permits]

SCHEDULE "I"

REAL PROPERTY

SCHEDULE "J"

PERMITTED ENCUMBRANCES

[Redacted] [permitted encumbrances]

SCHEDULE "K"

ACCREDITED INVESTOR CERTIFICATE

TO: THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD. (the “ Corporation ”)

You represent and warrant that you are: {please initial the applicable item, complete the relevant information and sign this certificate}

“ Canadian financial institution ” means:

“ eligibility adviser ” means:

“ non-redeemable investment fund ” means an issuer:

“ person ” includes:

“ related liabilities ” means:

More from BZAM LTD.

BZAM LTD. Capital/Financing Update 2021