Choom Holdings Inc. — Capital/Financing Update 2021

May 26, 2021

OMNIBUS ESCROW AGREEMENT

This Omnibus Debt Restructuring Agreement (this "Agreement") is made the 25th day May, 2021,

BETWEEN:

CHOOM HOLDINGS INC., a corporation existing under the laws of the Province of British Columbia and having its head office located at #208 – 1525 West 8th Avenue, Vancouver, British Columbia, V6J 1T5

(the "Company" or "Choom")

• and -

AURORA CANNABIS INC., a corporation existing under the laws of the Province of British Columbia and having its head office located at 500 - 10355 Jasper Avenue, Edmonton, Alberta, T5J 1Y6

("Aurora")

WHEREAS the Company issued a non-transferable convertible debenture (the "Original Debenture") in the principal amount of \$20,000,000 to Aurora on November 2, 2018, which Original Debenture was amended and restated on June 24, 2020 (the "Amended and Restated Debenture").

AND WHEREAS, the Company and Aurora have agreed to restructure the indebtedness evidenced by the Amended and Restated Debenture (the "Debt Restructuring") on the terms and conditions set forth herein and in the Debt Restructuring Agreements (as defined herein).

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE I. INTERPRETATION

1.01 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"2019 Debentures" means the secured convertible debentures of the Company issued to holders in December 2019 in the aggregate principal amount of \$4.1 million, as amended May 13, 2021;

"2021 Debenture" means the secured convertible debenture to be issued to Aurora by the Company at the Effective Time, in substantially the form attached hereto as Schedule "A";

"Act" means the Business Corporations Act (British Columbia);

"Affiliate" has the meaning ascribed to such term in the Act;

"Applicable Laws" means, in respect of any Person, property, transaction, event or course of conduct, all applicable laws, statutes, regulations, rules, by-laws, ordinances, protocols, practices, regulatory policies, codes, guidelines, official directives, orders, rulings, judgments and decrees of any Governmental Authority, and all conditions, restrictions or requirements imposed by the terms of, or applicably by reason of, any permits, approvals, review processes of any Governmental Authority or any filings with respect to any work under any contract;

"Aurora Indebtedness" means the indebtedness owed to Aurora by the Company represented by the Amended and Restated Debenture, including all accrued but unpaid interest thereon;

"Board" means the board of directors of the Company;

"Business Day" means any day, other than (i) a Saturday, Sunday or statutory holiday in the Province of British Columbia; and (ii) a day on which banks are generally closed in the Province of British Columbia;

"Closing Date" means the date that the Offering closes, provided that such date must be prior to the Outside Date;

"Common Shares" means the common shares in the capital of the Company;

Commercially sensitive information redacted

"Debt Restructuring Agreements" means, collectively, the 2021 Debenture, the Investor Rights Agreement and the Debt Restructuring Fee Agreement;

"Debt Restructuring Fee Agreement" means the debt restructuring fee agreement to be entered into between Aurora and the Company at the Effective Time, in substantially the form attached hereto as Schedule "B";

"Effective Time" has the meaning ascribed thereto in Section 2.01;

"Exchange" means the Canadian Securities Exchange or such other stock exchange in Canada where the Common Shares may be listed from time to time;

"Governmental Authority" means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority and, for greater certainty, the securities regulatory authorities and the Exchange;

"Investor Rights Agreement" means the amended and restated investor rights agreement to be entered into between Aurora and the Company at the Effective Time, in substantially the form attached hereto as Schedule "C";

"Offering" means the public offering of units of the Company undertaken concurrently with the Debt Restructuring, pursuant to which the Company receives net proceeds of least \$3,000,000;

"Outside Date" means June 30, 2021 or such later date as may be mutually agreed to by the Parties;

"Parties" means the parties to this Agreement and "Party" means one of them; and

"Person" means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, company, corporation or other body corporate, union, Governmental Authority and a natural person in his capacity as trustee, executor, administrator, or other legal representative.

1.02 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

• (a) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;
• (b) references to an "Article" or "Section" followed by a number or letter refer to the specified Article or Section to this Agreement;
• (c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of thisAgreement;
• (d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
• (e) the word "including" is deemed to mean "including without limitation";
• (f) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
• (g) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

• (h) all dollar amounts refer to Canadian dollars;

• (i) all references to a percentage ownership of shares shall be calculated on a non-diluted basis, unless otherwise indicated;

• (j) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and
• (k) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following BusinessDay.

ARTICLE II. DEBT RESTRUCTURING

2.01 Debt Restructuring

Immediately following the closing of the Offering on the Closing Date (the "Effective Time"), and provided that the conditions precedent set forth in Section 2.04 hereof have been satisfied or waived by the applicable Party, the Amended and Restated Debenture shall be repaid in full and satisfied by:

• (a) Aurora converting into Common Shares such portion of the indebtedness represented by the Amended and Restated Debenture as will result in Aurora holding, in the aggregate, 19.9% of the Company's issued and outstanding Common Shares on a post-Offering basis, including any Common Shares issuable to the agents for the Offering or any other overallotment in connection with the Offering;
• (b) the Company issuing the 2021 Debenture to Aurora; and
• (c) the granting by the Company to Aurora the rights under the Debt Restructuring Agreements.

2.02 Delivery of Agreements

• (a) Concurrently with the execution of this Agreement, each of Aurora and Choom shall deliver fully completed and signed copies of the Debt Restructuring Agreements to Aurora's legal counsel, to be held in escrow pending completion of the Offering and to be released from escrow at the Effective Time in accordance with Section 2.01.
• (b) As soon as reasonably practicable after the Effective Time, Aurora's legal counsel, in consultation with Choom's legal counsel, shall make such non-material changes to the escrowed Debt Restructuring Agreements as are reasonably necessary to carry out the intention of the Parties in respect thereof, and subsequently release them to Aurora and Choom, as applicable, in accordance with Section 2.01.

2.03 Common Shares

The Common Shares will, upon issuance, be: (i) fully paid and non-assessable common shares in the

capital of the Company, (ii) exempt from the prospectus and registration requirements of Applicable Laws by virtue of applicable exemptions under Applicable Laws and shall not be subject to resale restrictions under Applicable Laws (other than as applicable to control persons), and (iii) not subject to escrow pursuant to applicable corporate or securities laws, contractual rights or policies of the Exchange.

2.04 Conditions Precedent

The transactions contemplated by this Agreement are subject to Choom extending the maturity date of the 2019 Debentures to December 23, 2024 on or before the Effective Time.

MISCELLANEOUS

3.01 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately upon the earlier to occur of:

• (a) the Parties agreeing in writing to terminate this Agreement; and
• (b) the Outside Date.

3.02 Notices

• (a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:
• (i) in the case of Aurora: Aurora Cannabis Inc.

Aurora Cannabis Inc. 3925 Steeles Avenue East, Unit 5 Brampton, ON L6T 5W5

with a copy to:

Personal information redacted

3.04 Assignment

No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties, such consent to be in their sole discretion. Notwithstanding the forgoing, the Parties agree that Aurora may assign this Agreement to an Affiliate by providing written notice of such assignment to the Company provided that Aurora agrees to remain bound by the terms of this Agreement.

3.05 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

3.06 Expenses

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

3.07 Further Assurances

Each of the Parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement and the Debt Restructuring Agreements.

3.08 Amendments

Aurora and Choom may amend, modify and/or supplement this Agreement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be approved by Aurora and Choom, each acting reasonably; and, if made following the date that Choom files a final prospectus with respect to the Offering, must be approved by the agent for the Offering.

3.09 Entire Agreement

This Agreement and the Debt Restructuring Agreements constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

3.10 Time of Essence

Time shall be of the essence of this Agreement.

3.11 Governing Law and Submission to Jurisdiction

This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

Each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of British Columbia in the City of Vancouver over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

3.12 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

3.13 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if each Party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

IN WITNESS WHEREOF this Omnibus Escrow Agreement has been executed by the Parties on the date first above written.

CHOOM HOLDINGS INC.

Per: "Corey Gillon" /s/

Authorized Signatory

AURORA CANNABIS INC.

Per: "Miguel Martin" /s/

Authorized Signatory

SCHEDULE "A" 2021 DEBENTURE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [•], 2021

Principal Amount: \$6,000,000

SECURED CONVERTIBLE DEBENTURE

ISSUED TO AURORA CANNABIS INC.

Dated [●], 2021.

Choom Holdings Inc. Incorporated under the laws of the Province of British Columbia

NOW THEREFORE it is hereby covenanted, agreed and declared as follows:

ARTICLE 1 – INTERPRETATION

1.01 Definitions

In this Debenture, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

(1) "affiliate" has the meaning ascribed to in the Business Corporations Act (British Columbia);

(2) "Business Day" means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions are closed in Vancouver, British Columbia;

(3) "Change of Control" means (i) any event as a result of or following which any person, or group of persons "acting jointly or in concert" within the meaning of applicable Canadian Securities Laws, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding Common Shares or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Company; but a Change of Control does not include a sale, merger, reorganization or other similar transaction if the previous holders of the Common Shares hold at least 50% of the voting shares of such merged, reorganized or other continuing entity;

(4) "Change of Control Conversion" has the meaning ascribed to it in Section 4.06(2) hereof;

(5) "Change of Control Notice" has the meaning ascribed to that term in Section 4.06(1) hereof;

(6) "Collateral" means all present and after acquired assets of the Company which are subject to, or are intended or required to become subject to, the security granted under the Security Agreement;

(7) "Common Shares" means the common shares of the Company as such shares are constituted on the date hereof;

(8) "Company" means Choom Holdings Inc. and its successors and assigns;

(9) "Conversion" means the conversion of the Principal Sum into Common Shares and includes a Holder Conversion, Mandatory Conversion and Change of Control Conversion;

(10) "Conversion Notice" has the meaning ascribed to that term in Section 4.01 hereof;

(11) "Conversion Price" means the price per Common Share at which the Principal Sum outstanding under this Debenture shall from time to time be convertible into Common Shares pursuant to a Conversion, being \$[•] per Common Share subject to adjustment;

(12) "Debenture", "this Debenture", "herein", "hereby", "hereof", "hereto", "hereunder" and similar expressions mean or refer to this amended and restated convertible secured Debenture and any debenture, deed or instrument supplemental or ancillary thereto and any schedules hereto or thereto and not to any particular article, section, subsection, clause, subclause or other portion hereof;

• (13) "Debt" means with respect to the Company, without duplication:
• (a) indebtedness of the Company for borrowed money or for the deferred purchase price of property and services, other than trade payables incurred in the ordinary course of business and payable in accordance with customary practices;
• (b) other indebtedness of the Company which is evidenced by a note, bond, debenture or similar instrument;
• (c) obligations of the Company under any lease of any property (whether real, personal or mixed and including, without limitation, equipment) by the Company as lessee that, in conformity with generally accepted accounting principles, is, or is required to be, accounted for as a finance lease obligation on the balance sheet of the Company;
• (d) contingent reimbursement or payment obligations of the Company in respect of any letter of credit, bank guarantee or surety bond; and
• (e) the contingent obligations of the Company or its affiliates under any guarantee or other agreement assuring payment of any obligations of the Company or its affiliates of the type described in the foregoing clauses (a) to (d);
• (14) "Directors" means the persons who are the directors of the Company at the date of any event;
• (15) "Event of Default" means any of the events specified in Section 7.01 hereof;
• (16) "Exchange" means the Canadian Securities Exchange;

(17) "Governmental Authority" means any governmental or quasi-governmental authority including any federal, provincial, territorial, county, municipal or other governmental or quasigovernmental agency, board, parliament, legislature, regulatory authority, agency, tribunal, commission, branch, bureau, court, department or other law, regulation or rule-making entity (including a Minister of the Crown) or other instrumentality or political unit or subdivision having or purporting to have jurisdiction on behalf of any nation, province, municipality, district or any subdivision thereof;

(18) "Holder" has the meaning ascribed to it in Section 2.01 hereof;

• (19) "Holder Conversion" has the meaning ascribed to it in Section 4.01 hereof;
• (20) "Indebtedness" has the meaning ascribed to it in Section 2.01 hereof;

(21) "Investor Rights Agreement" means the Investor Rights Agreement dated November 2, 2018 as amended and restated [●], 2021 between the Company and the Holder;

(22) "Mandatory Conversion" has the meaning ascribed to it in Section 4.05 hereof;

(23) "Maturity Date" has the meaning ascribed to it in Section 2.01(a) hereof;

(24) "person" means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, or any group or combination thereof;

• (25) "Permitted Indebtedness" means:
• (a) all existing indebtedness incurred or assumed by the Company prior to the date hereof including as set out in Schedule "A" attached hereto;
• (b) all unsecured indebtedness incurred or assumed by the Company, in the ordinary course of business, subsequent to the date hereof; provided always that the failure to pay such indebtedness would not involve a material risk of loss of any material part of the Company's assets;
• (c) all secured indebtedness incurred or assumed by the Company in the ordinary course of business subsequent to the date hereof; provided it is subordinated to the Indebtedness, and provided always that the failure to pay such indebtedness would not involve a material risk of loss of any material part of the Company's assets, further provided that any such indebtedness shall not individually exceed \$50,000 or the aggregate of any such indebtedness in any calendar year shall not exceed \$250,000, without the prior written consent of the Holder, such consent not to be unreasonably withheld or delayed;
• (d) all indebtedness assumed by the Company to solely repay the Indebtedness in full pursuant to the terms hereof;
• (e) indebtedness of the Company for purposes of project finance; provided, however that: (i) the prior written consent of the Holder shall be required, such consent not be unreasonably withheld or delayed, in the event that (A) any such indebtedness individually exceeds \$250,000 or the aggregate of any such indebtedness in any calendar year exceeds \$500,000, or (B) a security interest is proposed to be granted in connection with any such indebtedness; and, further provided that any such security interest, if

consented to by the Holder, shall be subordinated to the Indebtedness, and further provided that the failure to pay any such indebtedness would not involve a material risk of loss of any material part of the Company's assets;

• (f) any other indebtedness of the Company approved in writing by the Holder prior to such incurrence from time to time;
• (26) "Principal Sum" has the meaning ascribed to it in Section 2.01(a) hereof;
• (27) "ROFR Acceptance" has the meaning ascribed to in Section 2.06(1)(b);
• (28) "ROFR Notice" has the meaning ascribed to in Section 2.06(1)(a);
• (29) "ROFR Notice Period" has the meaning ascribed to in Section 2.06(1)(b);
• (30) "Sale" has the meaning ascribed to in Section 2.06(1)(a); and

(31) "Security Agreement" means the security agreement dated as of the date hereof between the Holder and the Company creating a security interest in the Collateral and securing the payment of the Principal Sum and the performance of the obligations of the Company under this Debenture.

1.02 Gender

Whenever used in this Debenture, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

1.03 Numbering of Articles, etc.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, sub-clause or schedule refers to the article, section, subsection, clause, sub-clause or schedule bearing that number or letter in this Debenture.

1.04 Day not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

1.05 Computation of Time Period

Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding".

1.06 Currency

All references to dollars or to "\$" shall be references to Canadian dollars unless otherwise specified.

ARTICLE 2 – PROMISE TO PAY

2.01 Indebtedness

The Company, for value received, and in consideration of the premises hereby acknowledges itself indebted and promises and covenants to pay to Aurora Cannabis Inc., the registered holder hereof (the "Holder"):

• (a) the aggregate principal sum of \$6,000,000 (the "Principal Sum") outstanding on December 23, 2024 (the "Maturity Date"), subject to the reduction of such Principal Sum from time to time upon the redemption or conversion of this Debenture in accordance with Article 4 hereof;
• (b) interest on any monies owing by the Company to the Holder hereunder, all as specifically calculated hereunder; and
• (c) all other monies which may be owing by the Company to the Holder pursuant to this Debenture.

(collectively, the "Indebtedness").

2.02 Payment on Maturity

The Company shall pay in cash on the Maturity Date the outstanding Indebtedness owing to the Holder in full, subject to the reduction of such Principal Sum from time to time upon the redemption or conversion of this Debenture in accordance with Article 4 hereof.

2.03 Payment on Change of Control

Subject to Section 4.06 hereof, the Holder or the Company may elect to redeem the then outstanding Principal Sum, including any accrued and unpaid interest up to and including the date of redemption in cash.

2.04 Ranking

This Debenture shall constitute second ranking secured debt and rank ahead of all future secured and all current unsecured and unsubordinated indebtedness of the Company.

2.05 Security

Concurrently with the delivery of this Debenture, the Company shall provide, or cause to be provided, the Security Agreement.

2.06 Assignment, Sale and Right of First Refusal

(1) Prior to the occurrence of an Event of Default, the Holder shall not, directly or indirectly: (A) sell, transfer or assign all or any portion of the Indebtedness; or (B) enter into, or continue, or do anything to facilitate or encourage negotiations with any other person pertaining to a potential sale, transfer or assignment of all, or any portion of the Indebtedness or any of the Holders rights or obligations under this Debenture.

(2) Until such time as the Indebtedness is repaid in accordance with the terms of this Debenture and provided that an Event of Default has not occurred:

• (a) the Holder shall provide the Company notice of its intention to sell, transfer or assign all or any portion of the Indebtedness to a third party (the "Sale"), including the proposed terms of the Sale (a "ROFR Notice");
• (b) no later than ten (10) days following the Company's receipt of a ROFR Notice (the "ROFR Notice Period"), the Company shall have the right (but not the obligation) to elect to repay the Indebtedness (or portion thereof) in accordance with the terms (including the purchase price) set forth in the ROFR Notice and shall notify the Holder in writing (a "ROFR Acceptance") of its election to repay such Indebtedness (or portion thereof) provided that the Indebtedness (or portion thereof) must be repaid within thirty (30) days of the ROFR Acceptance unless the terms of the Sale set forth in the ROFR Notice provide otherwise. The terms set forth in the ROFR Notice shall be subject to confidentially provisions in accordance with the terms of the Sale; and
• (c) if the ROFR Acceptance is not delivered during the ROFR Notice Period, the Holder shall be free to proceed with the Sale on substantially the terms (including purchase price) set forth in the ROFR Notice.

(3) Notwithstanding Section 2.06(1) and 2.06(2), the Holder shall have the right to assign the rights of the Holder under this Debenture to an affiliate.

ARTICLE 3– INTEREST

3.01 Calculation of Interest

The Company shall pay interest at the rate of 7.0% per annum on the outstanding Principal Sum, subject to the reduction of such Principal Sum from time to time upon the redemption or conversion of this Debenture in accordance with Article 4 hereof. Interest payable under this Debenture shall be compounded annually and payable on the Maturity Date.

3.02 Payment of Interest

All interest payable hereunder will be payable by the Company by adding the applicable interest payment to the Principal Sum.

ARTICLE 4– CONVERSION OF DEBENTURE

4.01 Conversion

(1) Subject to receiving all required regulatory approvals, the Holder may, at its election, upon surrender (either in person, by mail (postage prepaid) or other means of delivery) of this Debenture along with a completed notice of conversion (the "Conversion Notice") in the form attached hereto as Schedule "B" at the principal office of the Company in the City of Vancouver, British Columbia at any time prior 5:00 p.m. (Vancouver Time) on the last Business Day immediately preceding the Maturity Date ("Holder Conversion"), convert all or a portion of the then outstanding Principal Sum (including any payment of interest thereon in accordance with Section 3.02), from time to time on or prior to the Maturity Date, at the Conversion Price. The delivery of the Conversion Notice duly executed by the Holder and the surrender of this Debenture shall be deemed to constitute a contract between the Holder and the Company whereby (i) the Holder subscribes for the number of Common Shares which the Holder shall be entitled to receive upon such Holder Conversion, (ii) the Holder releases the Company from all liability thereon or from all liability with respect to the portion of the Principal Sum converted, as the case may be, and (iii) the Company agrees that the surrender of this Debenture for Holder Conversion constitutes full payment of the subscription price for the Common Shares issuable on such Holder Conversion.

(2) As promptly as possible after receipt of the Conversion Notice and this Debenture, but subject to Section 4.03 hereto, the Company shall issue or cause to be issued and deliver or cause to be delivered to the Holder a certificate in the name of the Holder for the number of Common Shares deliverable upon the Holder Conversion. Upon completion of the conversion transaction, the rights of the Holder to receive, in respect of the amount hereof so converted, the Principal Sum shall cease and the Holder shall be deemed to have become on such date the holder of record of such Common Shares represented thereby.

(3) In the event that only a portion of the Principal Sum is subject to Holder Conversion, the Holder will be entitled to receive a replacement Debenture representing the Principal Sum not subject to Holder Conversion on the same terms and provisions contained herein.

4.02 Adjustment

(1) If and whenever the Company shall (i) subdivide or re-divide the outstanding Common Shares into a greater number of Common Shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common Shares; (iii) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, the number of Common Shares which may be acquired pursuant to this Article 4 on and at any time after the effective date of such subdivision, re-division, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend, as the case may be, shall be increased, in the case of the events referred to in (i) and (iii) above, in the proportion which the number of Common Shares outstanding before such subdivision, re-division or dividend bears to the number of Common Shares outstanding after such subdivision, re-division or dividend, or shall be decreased, in the case of the events referred to in (ii) above, in the proportion which the number of Common Shares outstanding before such reduction, combination, or consolidation bears to the number of Common Shares outstanding after such reduction, combination or consolidation and in each case the price at which a Conversion shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for such stock dividend for the purpose of calculating the number of outstanding Common Shares under this subsection 4.02(1) or subsection 4.02(2).

(2) If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Shares (i) shares of the Company of any class; (ii) rights, options or warrants (that shall not have expired unexercised, unconverted or unexchanged at the time a Holder converts any Debenture, in whole or in part); (iii) evidences of indebtedness; or (iv) any other assets or securities and if such issuance or distribution does not result in an adjustment as provided for in subsection 4.02(1), subject to the approval of the Exchange, the Conversion Price shall be adjusted effective immediately before the record date at which the holders of Common Shares are determined for purposes of any such issuance or distribution as aforesaid in such manner as the Directors determine to be appropriate on a basis consistent with this Section 4.02.

(3) If, at any time, the Holder or the Company exercises its conversion rights before the record date and before the occurrence of an event, for which this Section 4.02 requires that an adjustment shall become effective immediately before the record date for such event, the Company may defer issuing to the Holder the additional Common Shares issuable upon such conversion, by reason of the adjustment required by such event, until the occurrence of such event. In the event of such an adjustment, the Company shall deliver to the Holder an appropriate instrument evidencing the Holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of the holders of Common Shares on and before the date of conversion or such later date as such holder would, but for the provisions of this Section 4.02, have become the holder of record of such additional Common Shares.

(4) If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Common Shares issuable upon the conversion of this Debenture, such disputes shall be conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm of independent chartered accountants accredited by the Canadian Public Accountability Board as may be selected by the Directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Section 4.02 hereof and shall be binding upon the Company and the Holder.

4.03 No Fractional Common Shares

Notwithstanding anything herein contained, the Company shall in no case be required to issue fractional Common Shares or to pay any cash adjustment in lieu of any fractional Common Share upon the conversion of this Debenture. Any fractions will be rounded to the nearest whole number with fractions of one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number.

4.04 Reservation of Common Shares

The Company shall at all times while this Debenture remains outstanding, reserve and keep available out of its authorized but unissued share capital, for the purpose of effecting the conversion of this Debenture, such number of Common Shares as shall from time to time be sufficient to effect such conversions.

4.05 Mandatory Conversion

If at any time after four months and a day after the date of issuance of this Debenture and before the Maturity Date the volume weighted average trading price per Common Share for any 10 trading day period is equal to or greater than \$[•], the Company shall have the right to force the conversion of the then outstanding Principal Sum into Common Shares at the Conversion Price (the "Mandatory Conversion"). The Company shall provide written notice to the Holder upon its election to exercise its right to convert the then outstanding Principal Sum into Common Shares, and the Holder shall be deemed to own such Common Shares as of such date. The Holder shall forthwith after receiving such notice surrender this Debenture to the Company and the provisions of Section 4.01 shall apply mutatis mutandis to the conversion.

4.06 Change of Control

(1) The Company shall deliver to the Holder written notice (the "Change of Control Notice") of a Change of Control at least 10 Business Days prior to the Change of Control.

(2) Upon receiving a Change of Control Notice, the Holder shall provide written notice to the Company within 5 Business Days of receiving the Change of Control Notice of its election to either: (i) require the Company to redeem the then outstanding Principal Sum, including any accrued and unpaid interest up to and including the date of redemption in cash or (ii) require the Company to convert the then outstanding Principal Sum into Common Shares at the Conversion Price (the "Change of Control Conversion"). If the written notice of the Holder's election is not received within 5 Business Days of the Holder receiving the Change of Control Notice, then the Company shall have the option, in its sole discretion, to redeem the then outstanding Principal Sum in cash or by converting the then outstanding Principal Sum into Common Shares.

4.07 Ownership Restriction

Notwithstanding any other provision in this Debenture, the Holder shall not, directly or indirectly, whether alone or jointly or in concert with any other Person, without the prior written consent of the Company, be permitted to exercise a right in this Debenture to receive securities of the Company if the exercise of such right shall, upon issuance of the applicable securities to the Holder, or to a person as directed by the Holder, restrict the Company's eligibility to acquire or hold, through an application or otherwise, a retail operator licence, or similar licence, as a result of the ownership of the Company's securities by licenced producers (as such term is defined in the Cannabis Act (Canada)) being above the prescribed limit in any law, by-law, rule, regulation, order or act of any Governmental Authority.

ARTICLE 5 – COVENANTS

5.01 Company Covenants

The Company hereby covenants and agrees:

(a) to use the Indebtedness advanced by the Holder under this Debenture for general corporate purposes;

• (c) to use commercially reasonable efforts to forthwith obtain such regulatory approvals as may be necessary for the Company to issue the Common Shares and to have the Common Shares approved for listing on the Exchange;
• (d) to use commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange during the term of this Debenture;
• (e) to comply in all material respects with all applicable laws, rules, governmental restrictions and regulations;
• (f) to maintain and preserve its existence, organization and status in its jurisdiction of incorporation and make all corporate and other filings and registrations in each relevant jurisdiction necessary or advisable in connection therewith;
• (g) to take reasonable steps to defend, protect and maintain its material property free from material adverse claims; and
• (h) to promptly, and in any event within 5 calendar days after a responsible officer of the Company becoming aware, give written notice to the Holder of the existence of any Event of Default.

5.02 Negative Covenants of Company

Without the prior written consent of the Holder, such consent not be unreasonably withheld or delayed, following the date hereof, the Company shall not:

• (a) except for Permitted Indebtedness, create, incur, assume or permit to exist any Debt ranking senior to or pari passu to the security contemplated hereunder and under the Security Agreement;
• (b) amend in any way, or make any voluntary prepayment of, any Debt existing as of the date hereof, including, for avoidance of doubt, the Permitted Indebtedness set out in Schedule "A" attached hereto;
• (c) declare, pay or make any dividend or other distribution on any shares in the capital of the Company or authorize the repurchase of any shares in the capital of the Company;
• (d) redeploy its assets or resources in a manner that results in a change to its principal business as conducted on the date hereof;
• (e) sell, lease, or otherwise dispose of the Collateral except in accordance with the terms and conditions of the Security Agreement;
• (f) become liable under any guarantees or otherwise become a surety for the indebtedness of a third party other than in the ordinary course of business or pursuant to Permitted Indebtedness; and

(g) enter into any contract or transaction with any related party except for the purchase and/or sale of goods and/or services at fair market value and except for the issuance of securities of the Company on the same terms as offered to non- related parties.

ARTICLE 6 – HOLDER ACKNOWLEDGEMENT

6.01 Acknowledgement

The Holder, by accepting this Debenture, acknowledges the following:

• (a) that this Debenture and the Common Shares issued upon conversion of this Debenture are subject to resale restrictions imposed under applicable securities laws and the rules of regulatory bodies having jurisdiction;
• (b) that a legend may be placed on the certificates representing this Debenture and the Common Shares to the effect that the securities represented by the certificates are subject to a hold period that may be indefinite and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation; and
• (c) agrees not to sell or transfer this Debenture, and agrees not to sell the Common Shares issued upon conversion of this Debenture except in accordance with the Investor Rights Agreement, the terms of this Debenture and the provisions of applicable securities legislation.

ARTICLE 7– DEFAULT

7.01 Acceleration of Maturity on Default

Upon the happening of any one or more of the following events (herein sometimes called "Events of Default") namely:

• (a) if the Company does not pay when due the Indebtedness or other amount payable by it under this Debenture at the place and in the currency in which such amount is expressed to be payable, including, for avoidance of doubt, the Outstanding Interest;
• (b) if the Company fails to observe or defaults under any covenant or agreement of the Company set out in this Debenture;

• (c) if the Company makes a general assignment for the benefit of creditors; or any proceeding is instituted by it seeking relief as debtor, or to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts or for an order for similar relief under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including under any statutes relating to the incorporation of companies) or seeking appointment of a receiver or trustee, or other similar official for it or for any substantial part of its properties or assets; or any corporate or partnership action is taken to authorize any of the actions referred to in this subsection 7.01(c);

• (d) if any proceedings are instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of it or its debts or an order for similar relief under any law relating to bankruptcy, insolvency, reorganization or relief of debtors (including under any statutes relating to the incorporation of companies) or seeking appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties or assets;

• (e) if any proceedings with respect to the Company are commenced under the Companies' Creditors Arrangement Act (Canada) or under any other bankruptcy, insolvency or analogous statutes or laws; or
• (f) if the Company takes any corporate proceedings for its dissolution, liquidation or if the corporate existence of the Company shall be terminated by expiration, forfeiture or otherwise, or if the Company ceases or threatens to cease, to carry on all or a substantial part of its business;

then in each and every such event, the amount of the Indebtedness then outstanding shall forthwith become immediately due and payable to the Holder, anything herein contained to the contrary notwithstanding, and the Company shall forthwith pay to the Holder the amount of the Indebtedness then outstanding and all other moneys payable under the provisions hereof from the date of the said Event of Default until payment is received by the Holder, and any moneys so received by the Holder shall be applied in the manner provided in Section 9.01.

7.02 Waiver of Company's Rights

To the full extent that it may lawfully do so, the Company for itself and its successors and assigns hereby waives and disclaims any benefit of, and shall not have or assert any right under, any statute or rule of law pertaining to the marshalling of assets, discussion, division or other matter whatever, to defeat, reduce or affect the rights of the Holder under the terms of this Debenture.

ARTICLE 8 – WAIVER

8.01 Waiver

The Holder may waive any breach by the Company of any of the provisions contained in this Debenture or any default by the Company in the observance or performance of any covenant, condition or obligation required to be observed or performed by it under the terms of this Debenture. No waiver, consent, act or omission by the Holder shall extend to or be taken in any manner whatsoever to affect any other or subsequent breach or default or the rights resulting therefrom and no waiver or consent by the Holder shall bind the Holder unless it is in writing. The inspection or approval by the Holder of any document or matter or thing done by the Company shall not be deemed to be a warranty or holding out of the adequacy, effectiveness, validity or binding effect of such document, matter or thing or a waiver of the Company's obligations.

ARTICLE 9 – OTHER RIGHTS OF THE HOLDER

9.01 Rights of Set-Off

The Company acknowledges and agrees that the Indebtedness and the other obligations hereunder shall be paid, satisfied and discharged to the Holder without regard to such dealings as may from time to time occur as between any one or more of the Holder, the Company and any other person and without regard to such equities or rights of set-off or counterclaim which may from time to time exist between any one or more of the Holder, the Company or any other person, and that the Indebtedness and other obligations hereof shall be paid without regard to any equities between the Company and the Holder hereof or any set-off or cross-claims and the receipt of the Holder for the payment of the Indebtedness will be a good discharge to the Company in respect thereof.

9.02 No Merger

Neither the taking of any judgment nor the exercise of any rights hereunder shall operate to extinguish the obligation of the Company to pay the monies owing under this Debenture and shall not operate as a merger of any covenant in this Debenture, and the acceptance of any payment shall not constitute or create a novation, and the taking of a judgment or judgments under a covenant herein contained shall not operate as a merger of those covenants and affect the Holder's right to interest under this Debenture.

ARTICLE 10 – ADMINISTRATIVE PROVISIONS

10.01 Registered Holders

The person in whose name this Debenture shall be registered shall be deemed and regarded as the owner and holder hereof for all purposes, and the payment to and/or receipt of any Holder for any Indebtedness shall be a good discharge of the Company for the same, and the Company shall not be bound to enter in the register notice of any trust or to enquire into the title of any Holder or to recognize any trust or equity affecting the title hereof save as ordered by some court of competent jurisdiction or as required by statute.

ARTICLE 11 – MISCELLANEOUS

11.01 Time

Time shall be of the essence of this Debenture.

11.02 Governing Law; Attornment

This Debenture shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Company hereby irrevocably attorns to the jurisdiction of the Courts of the Province of British Columbia.

11.03 Amendments and Waivers

No amendment to this Debenture will be valid or binding unless set forth in writing and duly executed by all of the parties. No waiver of any breach of any provision of this Debenture will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

11.04 Expenses

Each of the parties hereto shall be responsible for the payment of their respective fees and expenses incurred in connection with the preparation, negotiation, completion, execution, delivery and review of this Debenture, including all legal fees.

11.05 Severability

If any one or more of the provisions or parts thereof contained in this Debenture should be or become invalid, illegal or unenforceable, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, severable therefrom and the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed.

11.06 Headings

The headings of the articles, sections, subsections and clauses of this Debenture have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Debenture.

11.07 Binding Effect

This Debenture and all of its provisions shall enure to the benefit of the Holder, its successors and assigns, and shall be binding upon the Company and its successors and permitted assigns. The expression the "Holder" as used herein shall include the Holder's assigns whether immediate or derivative.

ARTICLE 12 – NOTICE

12.01 Notices

(1) Any notice required or permitted to be given under any of this Debenture or any tender or delivery of documents may be given by personal delivery or by facsimile or electronic transmission to the parties at the following addresses:

(a) to the Holder at:

Aurora Cannabis Inc. 500 - 10355 Jasper Ave Edmonton, AB T5J 1Y6

Attention: Email:		Personal information redacted
with a copy to:
Aurora Cannabis Inc. 500 10355 Jasper Ave Edmonton, AB T5J 1Y6
Attention:
Email:		Personal information redacted
to the Company at:
Choom Holdings Inc. 208 - 1525 West 8th Avenue Vancouver, BC V6J 1T5
Attention: Email:	Corey Gillon corey@choom.ca
with a copy to:
Pushor Mitchell LLP 301 - 1665 Ellis Street Kelowna, BC V1Y 2B3
Attention: Email:	Keith Inman inman@pushormitchell.com

IN WITNESS WHEREOF the Company has duly executed these presents as of the date first above written by its duly authorized officer.

Per:

Name: Corey Gillon Title: Chief Executive Officer

SCHEDULE "A"

EXISITING PERMITTED INDEBTEDNESS

• \$4,100,000 aggregate principal amount of senior secured convertible debentures issued in December 2019, with the total amount outstanding as of the date hereof being \$4,100,000.
• Canada Emergency Business Account (CEBA) loans in aggregate of \$280,000.
• Promissory Note dated June 4, 2020 (amended December 31, 2020) in the amount of \$1,250,000 payable to . Personal information redacted

SCHEDULE "B"

CONVERSION NOTICE

TO: Choom Holdings Inc. (the "Company")

The undersigned registered holder of the Convertible Debenture dated [●], 2021 (the "Debenture"), given by the Company, hereby subscribes for Common Shares of the Company, on the terms specified in the Debenture, to the extent of \$______________ of Principal Sum. The Debenture is hereby tendered to the Company and will, upon due issuance of the Common Shares aforesaid and, if required, any replacement Debenture for any portion of the Debenture not converted, be null and void.

The Common Shares subscribed for are to be issued and registered to "Aurora Cannabis Inc." at 500 – 10355 Jasper Ave., Edmonton, AB, T5J 1Y6.

Capitalized terms not defined on this Conversion Notice have the meanings ascribed to them in the Debenture.

DATED this day of , 20 .

AURORA CANNABIS INC.

Per:

Authorized Signatory

Name: Title:

SCHEDULE "B" DEBT RESTRUCTURING FEE AGREEMENT

DEBT RESTRUCTURING AGREEMENT

This debt restructuring agreement (this "Agreement") is entered into as of the [•]th day of [•], 2021 (the "Effective Date"), among Aurora Cannabis Inc. ("Aurora"), Choom Holdings Inc. ("Choom"), Choom BC Retail Holdings Inc. ("Choom BC"), 2688412 Ontario Inc. ("Choom ON"), 2151414 Alberta Ltd. ("Choom AB") and such other Persons who execute and deliver a joinder agreement in accordance with the terms hereof from time to time.

WHEREAS Choom, by way of the Choom OpCos (as hereinafter defined), is a cannabis retail store operator having lawful possession of all licences, permits, authorizations, certifications and/or other approvals required under applicable Retail Laws (as hereinafter defined) to operate cannabis retail stores and to sell and distribute Products (as hereinafter defined) to permitted consumers in the Territory (as hereinafter defined) in accordance with Applicable Law (as hereinafter defined);

AND WHEREAS, in connection with the restructuring by Aurora and Choom of certain indebtedness of Choom to Aurora, Choom and each of the Choom OpCos desires to pay to Aurora, and Aurora desires to receive from Choom and the Choom OpCos, the Restructuring Fee (as hereinafter defined), on and subject to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the foregoing, the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

• 1. GENERAL
• 1.1 Schedules. The following schedules attached to this Agreement form an integral part of this Agreement. In the event of any conflict or inconsistency between the provisions of the main body of this Agreement and the schedules attached hereto, the provisions of the main body of this Agreement shall govern to the extent necessary to remedy such conflict or inconsistency.

Schedule "A" – Form of Joinder Agreement

1.2 Defined Terms. As used in this Agreement, the following terms have the following meanings:

"Affiliate" of any Person means, at the time such determination is being made: (i) any other Person with whom such Person is a party to a Commercial Agreement; and (ii) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, with "control" in such context meaning the ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise.

"Agreement" has the meaning set out in the preamble.

"Annual Period" means each twelve (12) month period beginning on the Effective Date and thereafter on the annual anniversary of the Effective Date.

"Applicable Law" means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices, procedural rules and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person referred to in the context in which such word is used, that applies in whole or in part to Aurora, Choom, any of the Choom OpCos, and/or the transactions or other matters contemplated by this Agreement, including, without limitation, the Cannabis Act (Canada), the Cannabis Regulations (Canada), the Retail Laws, and all policies and guidelines as may be put into effect or enforced by any Governmental Entity having competent jurisdiction over the operation of the businesses of Aurora, Choom or any of the Choom OpCos, as each may be amended, modified or replaced from time to time;

"Audit" has the meaning set out in Section 5.4(a).

"Audit Report" has the meaning set out in Section 5.4(c).

"Aurora" has the meaning set out in the preamble.

"Bankruptcy Proceedings" means, in relation to a Party: (i) the making of an assignment or arrangement for the benefit of creditors; (ii) the filing by such Party of a petition or commencement of proceedings under any bankruptcy or similar law, or having such a petition filed or proceeding commenced with respect to such Party by another Person, where such petition or proceeding of such other Person is not dismissed within a period of twenty (20) Business Days; (iii) the levy of an attachment for execution against the whole or any material part of its assets; (iv) such Party becoming insolvent or unable to pay its debts as they generally become due as determined by a court of competent jurisdiction; or (v) such Party stops, suspends or threatens to stop or suspend payment of all or a material part of its indebtedness.

"Business Day" means any day of the year, other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, or Toronto, Ontario.

"cannabis accessories" has the meaning ascribed to such term in the Cannabis Act (Canada), as may be amended, modified or supplemented from time to time.

"cannabis products" has the meaning ascribed to such term in the Cannabis Regulations (Canada), as may be amended, modified or supplemented from time to time.

"Choom" has the meaning set out in the preamble.

"Choom AB" has the meaning set out in the preamble.

"Choom BC" has the meaning set out in the preamble.

"Choom ON" has the meaning set out in the preamble.

"Choom OpCos" means, collectively, Choom BC, Choom ON, Choom AB and such other Affiliates of Choom, Choom BC, Choom ON and/or Choom AB as may from time to time execute and deliver a joinder agreement in accordance with Section 2.3.

"Choom Stores" means, collectively, all licensed cannabis retail stores owned and/or operated by Choom and/or any of the Choom OpCos.

"Claim" means a Direct Claim or a Third-Party Claim, as the context requires.

"Commercial Agreements" means, collectively, all franchise agreements, management services agreements, partnership agreements, joint venture agreements, royalty agreements or other similar agreements entered into by a Person (the "Commercial Party") pursuant to which: (a) the Commercial Party granted to another Person the right to operate a cannabis retail store with the Intellectual Property of the Commercial Party; (b) the Commercial Party obtained the right to manage or otherwise operate a cannabis retail store not owned by the Commercial Party; and/or (c) the Commercial Party otherwise receives, or will receive, income arising out of the operation of a cannabis retail store not owned by the Commercial Party.

"Confidential Information" means non-public, confidential, personal or proprietary information concerning a Party and its Affiliates and its and their respective businesses and affairs that is or has been disclosed by one Party (a "Disclosing Party") to the other Party (the "Recipient"), regardless of the manner in which it is furnished (whether oral or in writing or in any other form or media) or obtained, in connection with the transactions contemplated by this Agreement, including the fact of a relationship between the Parties, the existence of, the terms and conditions of, the status of the transaction contemplated by, or any other facts pertaining to this Agreement, any information about identifiable individuals or any other information relating to a Party and its Affiliates, customers, suppliers, partners, investors, employees and consultants, but in each case does not include information that the Recipient can demonstrate: (i) is or has become generally available to the public other than as a result of disclosure by the Recipient or its Affiliates or representatives; (ii) is received by the Recipient or its Affiliates or representatives from a Third Party that obtained it lawfully and was under no duty of confidentiality; (iii) was in its possession or the possession of its Affiliates or representatives prior to the disclosure of such information by the Disclosing Party; or (iv) was independently developed by the Recipient or its Affiliates or representatives without the use of or reference to any Confidential Information.

"Designated Representative" has the meaning set out in Section 7.1(a).

"Direct Claim" means any act, action, cause, claim, complaint, cost, damage, demand, expense (including all reasonable legal fees), liability, Losses, matter, omission, penalty, state of facts or thing not involving a Third-Party Claim which entitles an Indemnified Party to make a claim for indemnification under this Agreement.

"Dispute" has the meaning set out in Section 10.1.

"Effective Date" has the meaning set out in the preamble.

"Event of Default" has the meaning set out in Section 8.3.

"Fee Payment" has the meaning set out in Section 3.1(b).

"First Resolution Period" has the meaning set out in Section 10.1(a).

"Force Majeure" means, in respect of a Party, any occurrence of lightning, fire, storm, flood, earthquake, accumulation of snow or ice, explosion, declared war, act of terrorism, failure of public utilities, pestilence, quarantine, civic unrest, terrorist activity, labour strike, walk-out, lock-out or unrest, temporary emergency assertion or requirement of any Governmental Entity, pandemic, epidemic, destruction of facilities or trade embargos which are beyond the reasonable control of the Party acting (and having acted) in a commercially reasonable manner and which prevents the Party from performing any of its obligations under this Agreement. Force Majeure shall not include the inability of a Party to obtain financing or any other financial inability on the part of such Party.

"Force Majeure Event" has the meaning set out in Section 9.5.

"Force Majeure Notice" has the meaning set out in Section 9.5.

"Governmental Entity" means (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

"Indemnified Party" has the meaning set out in Section 9.1.

"Indemnifying Party" has the meaning set out in Section 9.1.

"Intellectual Property" or "IP" means intellectual property of whatever nature and kind, including, without limitation, all Trademarks, domain names, logos, Patents, trade secrets, industrial designs and copyrights, whether registered or unregistered, and all inventions, formulae, processes, all technology techniques, know-how, research and technical data, studies, instructions, guides, manuals, designs, market intelligence, reports, software and documentation and any and all rights for the registration or legal protection of the foregoing.

"Losses" means any loss, injury, liability, damage, cost, expense (including reasonable legal and consulting fees and disbursements), or deficiency of any kind or nature, suffered or incurred by a Party, including in respect of any proceeding, assessment, judgment, settlement or compromise relating thereto.

"Notice of Claim" has the meaning set out in Section 9.2.

"Overpayment" has the meaning set out in Section 5.4(c)(i)(B).

"Parties" means, collectively, Aurora, Choom and the Choom OpCos, and each is a "Party".

"Patents" means (i) all patents, patent applications, and other Governmental Entity-issued indicia of invention ownership (including utility models, petty patents, and inventor's certificates); (ii) any substitutions, divisions, continuations, continuations in-part (but only to the extent that they cover the same invention claimed in the foregoing), revisions, reissues, renewals, registrations, confirmations, re examinations, extensions, supplementary protection certificates, patent term extensions, patent term adjustment, and the like, and any provisional applications, of any of the foregoing; and (iii) any foreign or international equivalent of any of the foregoing.

"Permitted Disclosee" has the meaning set out in Section 6.1(a).

"Person" means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

"POS" means the point-of-sale system(s) utilized or employed by Choom and/or each of the Choom OpCos in Choom Stores.

"Products" means, collectively, cannabis products, cannabis accessories, shopping bags, and any other items that may be permitted to be sold by licensed cannabis retail stores in the Territory pursuant to Applicable Law.

"Quarter" means a quarterly period (i) for the first such period, beginning on the Effective Date and ending on the last calendar day of either February, May, August or November, whichever is the first to occur after the Effective Date, and (ii) for quarterly periods thereafter, beginning on the first calendar day of the calendar month immediately after the month that ended the prior period (i.e., March 1, June 1, September 1 and December 1, starting in the applicable order depending on the ending date of the first such period) and ending on the last calendar day of each successive threemonth period thereafter (i.e., the last calendar day of each of February, May, August and November, starting in the applicable order depending on the ending date of first such period) of any year.

"Records" means all ancillary, intermediate and final documents, work product, records, reports, manuals, notes, designs, specifications, configurations and materials prepared by Choom, any of the Choom OpCos or any of their respective Affiliates or Representatives in connection with the transactions contemplated by this Agreement and/or Choom's and the Choom OpCos' performance of their obligations under this Agreement including all books, records, logs, files, assessments and reports: (i) that may be aggregated and/or generated by the POS; and (ii) otherwise related to the sale of Products by Choom and/or any of the Choom OpCos.

"Records Request" has the meaning set out in Section 5.3.

"Representatives" means, collectively, a Party's directors, officers, employees, consultants, agents and advisors (including accountants, legal counsel, consultants and financial advisors), and "Representative" means any one of them.

"Restructuring Fee" has the meaning set out in Section 2.1.

"Retail Laws" means, collectively: (i) the laws of each of the provinces and territories of Canada in which Choom Stores are located which apply to the manufacture, advertisement, marketing, promotion, wholesale purchase, wholesale sale, retail sale and/or distribution of cannabis, cannabis products and/or related products and the establishment, ownership and/or operation of cannabis retail stores, including, without limitation, the Cannabis Licence Act (Ontario), the Gaming Liquor and Cannabis Act (Alberta), and the Cannabis Control and Licensing Act (British Columbia), as each may be amended, modified or supplemented from time to time; and (ii) the respective regulations and rules made and forms prescribed under such laws, together with all applicable and legally enforceable published policies, orders, rulings, terms and conditions, handbooks and guidelines of the applicable Governmental Entity in each such jurisdiction.

"Retail Price" means, with respect to each Product, the price at which such Product is sold to customers, net of applicable Taxes.

"Retention Period" has the meaning set out in Section 5.2.

"Second Resolution Period" has the meaning set out in Section 10.1(b).

"Services Agreement" means the services agreement proposed to be entered into by Aurora and Choom (and/or their respective Affiliates), pursuant to which the parties thereto will agree to the provision by Choom (and/or its Affiliate(s)) of certain management services in respect of one or more licensed cannabis retail stores or Aurora (and/or its Affiliate(s)) in the Province of Saskatchewan, on and subject to the terms and conditions thereof.

"Services Agreement Deadline" has the meaning set out in Section 2.2.

"Taxes" or "Tax" means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, disability, severance, unemployment, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada and other government pension plan premiums or contributions.

"Term" has the meaning set out in Section 8.1.

"Territory" means each of the provinces and territories of Canada in which Choom Stores are located.

"Third Party" means a Person that is "arm's length" to each of the Parties, as such term is defined in the Income Tax Act (Canada), as may be amended, modified or supplemented from time to time.

"Third-Party Claim" means any action, arbitration, claim, demand, proceeding or suit that is instituted or asserted by a Third Party, including a Governmental Entity, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement.

"Third Resolution Period" has the meaning set out in Section 10.1(c).

"Trademarks" means all rights in and to Canadian and foreign trademarks, trade dress, trade and business names, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications therefor, and renewals and extensions thereof, such rights and all similar or equivalent rights or forms of protection in any part of the world.

"Transaction Documents" means, collectively, the convertible debenture dated [●], 2021 in the principal amount of \$6,000,000 issued by Choom to Aurora and, upon its execution, the Services Agreement.

"Underpayment" has the meaning set out in Section 5.4(c)(i)(A).

1.3 Interpretation.

• (a) Unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended, or to any restated legislation of comparable effect.

• (b) A reference to an entity includes any entity that is a successor to or permitted assign of such entity.

• (c) Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa

• (d) The division of this Agreement into articles, sections or subsections and the insertion of headings used throughout this Agreement are solely for convenience of reference and are not to be used as an aid in the interpretation of this Agreement. The words "Article" or "Section" followed by a number or letter refers to the specified Article or Section of this Agreement.
• (e) In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. The word "include", "includes" or "including" shall be interpreted on an inclusive basis and shall be deemed to be followed by the words "without limitation".
• (f) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day which ends the period and by extending the period to the next Business Day following if the last day of the period is not a Business Day.
• (g) All amounts in this Agreement are stated and shall be paid in Canadian dollars.
• (h) All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting, as applicable, at the relevant time, applied on a consistent basis.

2. RESTRUCTURING FEE

2.1 Right to Receive Fee. Subject to the terms and conditions of this Agreement, for the duration of the Term, Choom and each of the Choom OpCos hereby agrees to pay to Aurora, and Aurora agrees to receive from Choom and each of the Choom OpCos, a fee (the "Restructuring Fee") payable in respect of sales of Products by Choom and the Choom OpCos at Choom Stores in the Territory during the Term, such Restructuring Fee to be payable to Aurora in accordance with Section 3.1 and to be calculated as follows:

$$
A = (B * C) * D
$$

Where:

• A = the Restructuring Fee;
• B = the aggregate number of units of Products sold at Choom Stores in the Territory during the applicable period;
• C = the applicable Retail Price of each of the Products sold at Choom Stores in the Territory during the applicable period; and
• D = 1.25%, subject to Section 2.2.
• 2.2 Services Agreement. Following the Effective Date, the Parties agree to negotiate in good faith the terms of the Services Agreement with a view to entering into the Services Agreement, in a form and substance satisfactory to each of the Parties, each acting reasonably, by no later than the date that is ninety (90) days following the Effective Date (the "Services Agreement Deadline"). In the event such Services Agreement is not entered into on or before the Services Agreement Deadline, the

percentage used in the calculation of the Restructuring Fee, as set forth in Section 2.1, will increase by 2.00% beginning on the date immediately following the Services Agreement Deadline and continue to increase by 0.5% upon the elapse of each thirty (30) day period thereafter up to a maximum percentage of 5.0%. For the avoidance of doubt, in the event the Services Agreement is not entered into on or before the Services Agreement Deadline, the percentage upon which the Restructuring Fee is calculated will increase to 3.25% beginning on the date immediately following the Services Agreement Deadline, being the 91st day following the Effective Date.

• 2.3 Additional Choom OpCos. In the event that, after the Effective Date, any Affiliate of Choom, Choom BC, Choom ON and/or Choom AB that is not a party to this Agreement as at such date:
• (a) intend to begin owning, operating and/or otherwise participating in the management of licensed cannabis retail stores in the Territory; or
• (b) applies for any licences, permits, authorizations, certifications and/or other approvals required under applicable Retail Laws in order to do any of the activities listed in Section 2.3(a),

then Choom, Choom BC, Choom ON and/or Choom AB (as applicable) shall cause such Person, prior to such Person beginning to perform any of the activities listed in Section 2.3(a), to become a party to this Agreement by executing and delivering to the other Parties a joinder agreement, substantially in the form attached hereto as Schedule "A", pursuant to which such Person will agree to be bound by and subject to the terms of this Agreement as a Choom OpCo and thereafter such Person shall be deemed to be a Choom OpCo for all purposes under this Agreement.

3. PAYMENT TERMS

3.1 Payment Schedule and Mechanics.

• (a) No later than ten (10) Business Days following the expiry of any Quarter during the Term, Choom (on its own behalf and on behalf of the Choom OpCos) shall pay to Aurora an amount equal to the Restructuring Fee for the immediately preceding Quarter.
• (b) Amounts payable to Aurora pursuant to Section 3.1(a) shall be paid by Choom (on its own behalf and on behalf of the Choom OpCos) to Aurora in accordance with this Agreement by wire transfer of immediately available funds in accordance with the wire transfer instructions provided in writing by Aurora to Choom (on its own behalf and on behalf of the Choom OpCos) (each, a "Fee Payment").
• (c) No later than five (5) days following the expiry of any calendar month during the Term, Choom (on its own behalf and on behalf of the Choom OpCos) shall deliver to Aurora a report (each, a "Sales Report") that sets out, at a minimum, the following:
• (i) the aggregate number of units of each type of Product sold at all Choom Stores in the Territory during the applicable calendar month;
• (ii) the Retail Price of each such type of Product during the applicable calendar month;
• (iii) the aggregate gross revenue generated by all Choom Stores from the sale of Products in the Territory during the applicable calendar month; and

• (iv) such other information pertinent to the subject matter of this Agreement as Aurora may reasonably request from time to time.

• (d) With respect to each Fee Payment, the Parties acknowledge and confirm that payment and acceptance of any Fee Payment or the associated Sales Report shall not prevent or limit the ability of Aurora to Audit the Records of Choom and/or any Choom OpCos and dispute the calculation of such Fee Payment, provided that such Audit and/or dispute is requested or commenced, as applicable, in writing within the twelve (12) month period immediately following the date of such Fee Payment, failing which such Fee Payment shall be deemed to be conclusively and irrevocably accepted by Aurora and Choom and the Choom OpCos shall have no further liability, and Aurora shall have no further right, in respect of such Fee Payment.

• 3.2 Taxes. Subject to Applicable Law, the Parties shall cooperate with each other to minimize each other's applicable Taxes and each Party shall use commercially reasonable efforts to provide the other Party with any reasonable certificates or documents which are useful for such purpose.

4. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

• 4.1 Mutual Representations and Warranties. Each Party represents and warrants to and in favour of, and covenants with, each other Party as follows, and acknowledges that each other Party is relying upon the following representations, warranties and covenants in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder:
• (a) the Party is a corporation validly formed and existing in good standing under the laws of its jurisdiction of formation;
• (b) the Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Party. This Agreement has been duly and validly executed by the Party and constitutes a valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or law;
• (c) the authorization of, the execution and delivery of and the performance by the Party of its obligations under this Agreement and every other agreement or document to be entered into or delivered hereunder will not constitute or result in the violation or breach of or default under, or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles, by-laws or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound, except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement; (iii) any Applicable Law or consent or approval issued by a Governmental Entity, except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement; or (iv) any term or provision of any order of any court applicable to the Party, except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement;
• (d) no consent or approval of any Governmental Entity, or filing with or notice to any Governmental Entity or other Person, is required in connection with the execution, delivery or

performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party's ability to perform its obligations under this Agreement;

• (e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Law and has held and maintained and will hold and maintain in good standing all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business or to own, lease or operate its properties and assets, except where the failure to obtain any licence, lease, permit, authorization or other approval would not have a material adverse effect on the Party;
• (f) there are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Party) pending or, to the best of its knowledge after due inquiry, threatened against or affecting the Party at law or in equity or before or by any Governmental Entity, domestic or foreign, that would materially adversely affect the Party's ability to perform its obligations under this Agreement; and
• (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of its knowledge after due inquiry, threatened against or affecting the Party.
• 4.2 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, CONDITIONS OR OTHER AGREEMENTS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF DURABILITY, MERCHANTABLE QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, BETWEEN THE PARTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

5. RECORDS

• 5.1 Maintenance of Records. Choom and the Choom OpCos shall create and maintain copies of accurate, complete, reliable and current (up-to-date) Records necessary for the effective and efficient performance of its obligations under this Agreement, including:
• (a) such documents, Records, data and other information required by, or required to be reported to any Governmental Entity pursuant to, Applicable Law and the provisions of this Agreement;
• (b) detailed, accurate, complete and current financial Records regarding the establishment and operation of Choom Stores in the Territory during the Term, including records related to the sale of Products; and
• (c) such other additional documents, books, Records and other information as may be mutually agreed to in writing from time to time by the Designated Representatives.
• 5.2 Retention Period. Choom and the Choom OpCos shall, and shall cause their respective Affiliates and Representatives to, retain accurate and complete copies of all Records for such period of time (i) as required by Applicable Law; or (ii) until five (5) years after the expiration or termination of this Agreement, whichever is greater (the "Retention Period").
• 5.3 Records Request. At any time, and from time to time, during the Term and the Retention Period, Aurora may make a written request for a copy of the Records created and maintained by Choom and/or any of the Choom OpCos (a "Records Request"). Choom and/or the applicable Choom

OpCo(s) shall provide the requested Records as soon as reasonably practicable after the date of its receipt of the Records Request and, in any event, no later than ten (10) Business Days after its receipt of the Records Request. For the avoidance of doubt, a Record as Request shall not be considered an Audit for the purposes of this Agreement.

5.4 Audit Rights.

• (a) Aurora shall have the right to inspect the books and records (including the Records) of Choom and/or any of the Choom OpCos (each, an "Audit"):
• (i) one (1) time during each Annual Period during the Term;
• (ii) one (1) time during each Annual Period during the Retention Period; and
• (iii) during the Term, such other times as may be mandated by a Governmental Entity or Applicable Law.
• (b) With respect to each Audit:
• (i) unless otherwise required by Applicable Law, Aurora shall provide Choom and/or the applicable Choom OpCo(s) with no less than ten (10) Business Days' prior written notice of its intention to conduct an Audit;
• (ii) to the extent permitted by Applicable Law, Choom and/or the applicable Choom OpCo(s) shall provide Aurora and its Representatives with reasonable access, during normal business hours on Business Days, to Choom's and/or the applicable Choom OpCos' places of business, such Persons' books and records (including the Records) and its Designated Representative for the purpose of conducting the Audit;
• (iii) Aurora confirms and acknowledges that Aurora and its Representatives will at all times be accompanied by a Representative of Choom and/or the applicable Choom OpCo(s) while accessing such Persons' places of business, books and records (including the Records) and Designated Representative for the purpose of conducting the Audit;
• (iv) the Audit shall be conducted as efficiently as possible and with as little disruption to the business operations of Choom and/or the applicable Choom OpCo(s) as reasonably possible;
• (v) other than the Records and any information that may be accessed, retrieved or otherwise obtained from the POS, Aurora shall not be permitted to copy, photograph or remove any of the books and records from the premises of Choom and/or the applicable Choom OpCo(s) without the prior written consent of the Designated Representative of Choom and the Choom OpCos; and
• (vi) all costs and expenses incurred by Aurora in connection with such Audit shall be the sole responsibility of Aurora provided that, if such Audit reveals an Underpayment that is greater than five percent (5%), Choom and/or the applicable Choom OpCo(s) shall reimburse Aurora for all such costs and expenses promptly upon presentation of an invoice therefor.
• (c) The results of each Audit (each, an "Audit Report") shall be provided by Aurora to the Designated Representative of Choom and the Choom OpCos within twenty (20) Business Days

of the preparation thereof. With respect to each Audit Report, the Designated Representatives shall meet within twenty (20) Business Days of the provision of the Audit Report to the Designated Representative of Choom and the Choom OpCos in order to discuss the findings of the Audit Report.

• (i) If the Designated Representatives mutually agree on the findings set out in the Audit Report, then:
• (A) any underpayment of any Fee Payment or other payments which are payable by Choom pursuant to the provisions of this Agreement during the audited period (each, an "Underpayment") shall be promptly paid by Choom to Aurora in immediately available funds in accordance with the wire transfer instructions provided by Aurora to Choom in writing;
• (B) any overpayment of any Fee Payment or other payments which are payable by Choom and/or any of the Choom OpCos pursuant to the provisions of this Agreement during the audited period (each, an "Overpayment") shall, at Aurora's option, be set-off against any outstanding or future payments to be made by Choom and/or any of the Choom OpCos to Aurora or promptly reimbursed by Aurora to Choom; and
• (C) the Designated Representatives shall take such other actions as are reasonably necessary to address any other item, dispute or deficiency set out in the Audit Report.
• (ii) If the Designated Representatives do not mutually agree on the findings set out in the Audit Report, then the dispute or deficiency set out in the Audit Report (including any purported Underpayment or Overpayment) shall be resolved in accordance with the dispute resolution procedure of this Agreement set out in Article 10.
• 5.5 Continuous Disclosure. Subject to Applicable Law and any obligations of confidentiality owed to any third parties, each Party shall promptly advise the other Party of any material development, event or information that occurs, is believed to be likely to occur, becomes known, is believed to be true or is believed to be likely to become true that will have a material impact upon the ability of said Party to perform its obligations hereunder.

6. CONFIDENTIAL INFORMATION

6.1 Confidential Information.

(a) Without the prior written consent of the other Party to this Agreement, each Party shall treat all Confidential Information as confidential and secret and may not disclose the Confidential Information or use it other than for bona fide purposes connected with this Agreement or any other agreements or instruments to be executed and delivered pursuant to the terms hereof except that, subject to the terms of this Agreement, including, without limitation, Section 6.1(b), consent is not required for disclosure to: (i) a Representative of a Party, an Affiliate of a Party or a Representative of an Affiliate of a Party, as long as such Person is required to treat the Confidential Information as confidential on terms no less onerous than those contained herein or is otherwise subject to statutory professional confidentiality obligations or similar legal concepts under Applicable Law and is required to treat the Confidential Information as confidential (each such Person, a "Permitted Disclosee"); (ii) any Governmental Entity having jurisdiction over a Party to the extent required by Applicable Law; and (iii) any Person to the extent required by Applicable Law.

• (b) If a Party is requested pursuant to, or required by, Applicable Law to disclose any Confidential Information, such disclosing Party may make such disclosure pursuant to Section 6.1(a) but must first provide the other Party whose Confidential Information may be disclosed with prompt notice of such request or requirement, unless notice is prohibited by Applicable Law, in order to enable the other Party to seek an appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. The disclosing Party will not oppose any action by the other Party to seek such a protective order or other remedy. If, failing the obtaining of a protective order or other remedy by the other Party, such disclosure is required, the disclosing Party will use reasonable efforts to minimize the extent of any disclosure and to ensure that the disclosure will be afforded confidential treatment.
• 6.2 Treatment of Confidential Information. Each Party shall take, and shall cause its Permitted Disclosees to take, all necessary precautions to ensure the security of each other Party's Confidential Information and shall comply with, and shall cause its Permitted Disclosees to comply with, such other Party's reasonable directions in relation to its Confidential Information. A Party that discloses Confidential Information of another Party to a Permitted Disclosee shall be fully responsible and liable if and to the extent any such Permitted Disclosee makes any unauthorized disclosure in breach of this Agreement.
• 6.3 Irreparable Harm. Each Party acknowledges and confirms that the actual or threatened breach of a Party's obligations of confidentiality set out herein shall cause the non-breaching Party immediate and irreparable harm and such non-breaching Party may be entitled to seek immediate injunctive relief restraining the breaching Party from such breach or threatened breach, in addition to any other remedies available to it in law or equity.
• 6.4 Publicity. Each Party and its Representatives shall not, without the prior written consent of the other Party: (i) use the trademarks, labels or other proprietary designations of the other Party or its Affiliates in any form or manner, including in any advertising, marketing, promotion or other materials that will be made available or provided to third parties or the public; (ii) discuss with, or reveal to, third parties any aspect of this Agreement (including its existence and the nature of any products or services provided pursuant to it), except for the sole purpose of review by the Party's designated legal counsel and advisors; or (iii) issue any news release, advertisement or public communication in which any of the other Party, their Affiliates or their activities or relationship with the Party are mentioned, except where the issuance of any news release may be required by a Party on the advice of counsel, acting reasonably and in good faith, in order to comply with Applicable Law and such Party has provided notice to the other Party.

7. DESIGNATED REPRESENTATIVES

7.1 Selection of Designated Representatives.

(a) Each of Aurora and Choom (on its own behalf and on behalf of the Choom OpCos) shall appoint a representative that will have general oversight and management responsibility for the general administration of this Agreement and to whom the questions and concerns of each Party with respect to the rights, obligations and performance of this Agreement shall be directed in the first instance (each such Person, a "Designated Representative", and collectively, the "Designated Representatives"). For greater certainty, each Designated

Party	Designated Representative	Contact Information
Aurora		Phone: Personal information redacted Email:
Choom and the Choom OpCos	Dylan Murray	Personal information redacted Phone: Email: dylan@choom.ca

• (i) Following the expiry of the fifth (5th) Annual Period of the Term, Choom (on its own behalf and on behalf of the Choom OpCos) may terminate this Agreement by: (i) providing Aurora written notice of such termination (the "Choom Notice"); and (ii) paying to Aurora by wire transfer of immediately available funds in accordance with the wire transfer instructions provided in writing by Aurora to Choom (on its own behalf and on behalf of the Choom OpCos) an amount (the "Choom Termination Fee") equal to (A) the sum of all Fee Payments in the respect of the four (4) Quarters immediately preceding the date of receipt by Aurora of the Choom Notice, multiplied by (B) six (6). For the avoidance of doubt, no termination under this Section 8.2(b) shall be effective unless and until Aurora has received the Choom Notice and the Choom Termination Fee.
• (ii) With respect to the Choom Termination Fee, the Parties acknowledge and confirm that payment and acceptance of the Choom Termination Fee shall not prevent or limit the ability of Aurora to Audit the Records of Choom and/or any Choom OpCos and dispute the calculation of the Choom Termination Fee, provided that such Audit and/or dispute is requested or commenced, as applicable, in writing within the twelve (12) month period immediately following the date of receipt by Aurora of the Choom Termination Fee, failing which the Choom Termination Fee shall be deemed to be conclusively and irrevocably accepted by Aurora and Choom and the Choom OpCos shall have no further liability, and Aurora shall have no further right, in respect of the Choom Termination Fee.
• 8.3 Event of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder:
• (a) Choom or any of the Choom OpCos is in breach of any payment obligation of this Agreement, any of the Transaction Documents or any other agreement, document or instrument executed and delivered in connection herewith or therewith, and such breach is not cured within two (2) weeks of written Notice from Aurora to the defaulting Party;
• (b) Choom or any of the Choom OpCos is in material breach of any provision not relating to a payment obligation of this Agreement, any of the Transaction Documents or any other agreement, document or instrument executed and delivered in connection herewith or therewith, and if curable, such breach is not cured within twenty (20) days of written Notice from Aurora to the defaulting Party;
• (c) Choom or any of the Choom OpCos assigns or attempts to assign its rights and/or obligations under this Agreement, other than in accordance with the provisions of this Agreement;
• (d) Choom or any of the Choom OpCos fails to satisfy any obligation of such Party under Applicable Law (i) to withhold, pay, collect and/or remit any Taxes, whether assessed or not, or (ii) to complete any filing with respect to any Taxes; except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement;

• (e) Choom or any of the Choom OpCos (a) commits an act of fraud, as determined by a court of competent jurisdiction in a non-appealable decision, or (b) is convicted by a court of competent jurisdiction in a non-appealable decision of committing a criminal offense;

• (f) Choom or any of the Choom OpCos becomes the subject of Bankruptcy Proceedings and such Bankruptcy Proceedings are not abandoned within twenty (20) Business Days of written Notice from Aurora; and

• (g) Choom or any of the Choom OpCos commences dissolution, liquidation or winding-up proceedings and such proceedings are not abandoned within twenty (20) Business Days of written Notice from Aurora.
• 8.4 Effect of Termination. Upon the termination of this Agreement:
• (a) the right of Aurora to receive the Restructuring Fee shall immediately terminate;
• (b) each Party shall promptly pay any other outstanding amounts owing under this Agreement, including reimbursements of expenses, if applicable, to the Party or Parties to which such amounts are owed; and
• (c) each Party shall promptly return to the other Party or destroy all Confidential Information of the other Party in the possession or control of the Party or its Affiliates or their respective Representatives provided in connection with the matters contemplated under this Agreement, and in the case of the destruction of such Confidential Information of the other Party, promptly confirm the same to the other Party in writing.

Despite the foregoing, a Party may retain data or electronic records containing the Confidential Information of the other Party solely for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. Any such retained Confidential Information of the other Party and any other oral, visual, electronic or other Confidential Information of the other Party incapable of destruction will continue to be subject to the confidentiality, use and non-disclosure restrictions contained in this Agreement.

8.5 Survival. The provisions of the provisions set out under Article 4 shall survive the termination of this Agreement for a period of two (2) years. The provisions set out under Article 5 shall survive until the end of the Retention Period. The provisions of Sections 1.2, 1.3, 8.4 and 11.6, and the provisions set out under Articles 3, 7, 9 and 10, shall survive the termination of this Agreement, subject only to the applicable limitation periods of Applicable Law.

9. RISK MANAGEMENT

9.1 Indemnification. Subject in all cases to the limitations of liability expressly set out in this Agreement, Choom and each of the Choom OpCos (each, an "Indemnifying Party") agrees to indemnify, defend and hold harmless Aurora, its Affiliates and each of their respective Representatives, successors and assigns (each, an "Indemnified Party") from any and all Losses arising from or in connection with any of the following: (i) any material inaccuracy of any representation or warranty given by the Indemnifying Party in this Agreement or any agreement, instrument or document executed in connection with this Agreement; (ii) any breach by the Indemnifying Party of any covenant or provision of this Agreement, including any breach by the Indemnifying Party that was caused by or contributed to by any act or omission of its Affiliates or the respective Representatives, successors, and assigns of the Indemnifying Party and its Affiliates; and (iii) the failure of the Indemnifying Party, its Affiliates and their respective Representatives, successors, and assigns to comply with Applicable Law in the performance of the obligations of the Indemnifying Party hereunder.

• 9.2 Notice of Claim. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under Section 9.1, then the Indemnified Party shall promptly give written notice thereof (a "Notice of Claim"), which notice shall specify whether the potential Losses arise as a result of a Direct Claim or a Third-Party Claim. Each Notice of Claim shall specify with reasonable particularity (to the extent that the information is available): (i) the factual basis for the Claim and any provisions of this Agreement, or of any Applicable Law, relied upon; and (ii) the amount of the Claim or, if an amount is not determinable, an approximate and reasonable estimate of the potential Claim; provided that the failure by an Indemnified Party to timely provide a Notice of Claim shall not relieve or diminish the Indemnifying Party from its indemnification obligations pursuant to Section 9.1 unless and only to the extent such failure or delay has prejudiced or could reasonably be expected to prejudice such Indemnifying Party's ability to fully respond or the amount of Losses.
• 9.3 Procedure for Indemnification of Direct Claims. Following receipt of a Notice of Claim of a Direct Claim, the Indemnifying Party shall have forty (40) Business Days to make such investigation of the Direct Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party and its Representatives the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such forty (40) Business Day period (or any extension thereof mutually agreed to in writing by the Indemnified Party and the Indemnifying Party) as to the validity and amount of the Direct Claim, then the Indemnifying Party shall promptly pay to the Indemnified Party the full agreed upon amount of the Direct Claim, failing which the Claim shall be settled in accordance with Article 10.

9.4 Procedure for Indemnification of Third-Party Claims.

• (a) With respect to any Third-Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of the Third-Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third-Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party.
• (b) If the Indemnifying Party, having elected to assume control as contemplated in Section 9.4(a), thereafter fails to defend such Third-Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume control of the Third-Party Claim and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third-Party Claim.
• (c) In the event that any Third-Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to such Third-Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the

Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability under the Third-Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.

• (d) Except in the circumstances contemplated by Section 9.4(b), whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third-Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third-Party Claim except with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably delayed or withheld.
• (e) The Indemnified Party shall not permit any right of appeal in respect of any Third-Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third-Party Claim.
• (f) The Parties shall (i) cooperate fully with each other with respect to Third-Party Claims, (ii) keep each other fully advised with respect thereto, including supplying copies of all relevant documentation promptly as it becomes available, and (iii) each designate a senior officer who will keep himself/herself informed about and be prepared to discuss the Third-Party Claim with his or her counterpart and with legal counsel at all reasonable times.
• (g) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third-Party Claim without the consent of the Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the claim and does not include any admission of guilt or fault on the part of the Indemnified Party.
• 9.5 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by an act of Force Majeure, provided that the non-performing Party is without fault in causing such default or delay (each such event of Force Majeure meeting such qualifications being a "Force Majeure Event"). For any Force Majeure Event, the non-performing Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such Force Majeure Event prevails and such Party continues to use its good faith commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due in writing and describe a reasonable level of detail the circumstances causing such delay (a "Force Majeure Event Notice"). Promptly after receipt of a Force Majeure Event Notice, the Designated Representatives shall meet (in person or by telephone) to discuss the Force Majeure Event and consider possible workarounds to the Force Majeure Event.

10. DISPUTE RESOLUTION

• 10.1 Procedure. All disputes, controversies or claims arising out of, relating to, or in respect of this Agreement including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each, a "Dispute") shall be resolved as follows in accordance with the terms of this Article 10:
• (a) The Parties shall first attempt to amicably resolve any Dispute through negotiation among the Designated Representatives of the Parties within ten (10) Business Days (or such longer period

to which the Parties may mutually agree in writing) of a Party being provided with a Notice of such Dispute in accordance with Section 11.6 (the "First Resolution Period");

• (b) If a Dispute is not resolved during the First Resolution Period, the Parties shall attempt to amicably resolve the Dispute through negotiation among senior executives of the Parties (unless the Designated Representative of such Party is the sole senior executive of such Party, in which case the Designated Representative of such Party shall participate) within five (5) Business Days of the expiry of the First Resolution Period (the "Second Resolution Period");
• (c) If a Dispute is not resolved during the Second Resolution Period, the Parties shall attempt to amicably resolve the Dispute through negotiation among their respective chief executive officers (unless the Designated Representative of such Party is the sole director and officer of such Party, in which case the Designated Representative of such Party shall participate) within five (5) Business Days of the expiry of the Second Resolution Period (the "Third Resolution Period"); and
• (d) If a Dispute is not resolved during the Third Resolution Period, the Party that initially provided the Notice of the Dispute may commence an action or other proceeding in the Supreme Court of British Columbia for the adjudication of the Dispute.
• 10.2 No Restriction. Nothing in this Agreement shall restrict or prohibit a Party from commencing an action or application at any time in order to protect its rights under this Agreement or in relation to a dispute or disagreement.
• 10.3 Continued Performance. Except where reasonably prevented by the nature of the Dispute, the Parties shall continue to perform their respective duties, obligations and responsibilities under this Agreement while the Dispute is being resolved in accordance with this Article 10, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof.
• 10.4 Proceedings Confidential. All dispute resolution proceedings (including all related information, communications, documents, materials and evidence) shall be strictly confidential and each Party shall have a fiduciary obligation to the other Party to protect, preserve and maintain the integrity of such confidentiality, in each case, except as may lawfully be required in judicial proceedings or as may be required by Applicable Law.

11. MISCELLANEOUS

• 11.1 Time of the Essence. Time is of the essence in this Agreement.
• 11.2 Entire Agreement. This Agreement, the schedules hereto, the Transaction Documents and any other documents required to be delivered pursuant to this Agreement or incorporated by reference into this Agreement constitute the entire agreement between the Parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.
• 11.3 Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day or (ii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

• 11.7 Enurement. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors, legal representatives and permitted assigns.
• 11.8 Successors and Assigns. This Agreement becomes effective when executed by all of the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by Choom or any of the Choom OpCos without the prior written consent of Aurora, which consent may be withheld, in the sole discretion of Aurora. Any purported assignment or transfer without such written consent will be null and void and of no effect. Aurora may assign and/or transfer, in whole or in part, this Agreement and/or any right and/or obligation of Aurora under this Agreement, including any right to payment, to any Affiliate thereof without the consent of any other Party. In the event Aurora reasonably believes that any of the transactions and/or arrangements contemplated under this Agreement will be prohibited by a Governmental Authority having competent jurisdiction, or be otherwise determined by a Governmental Authority having competent jurisdiction to not be compliant with Applicable Law, Aurora shall be permitted to assign and/or transfer, in whole or in part, this Agreement and/or any right and/or obligation of Aurora under this Agreement, including any right to payment, to any Third Party without the consent of any other Party.
• 11.9 Further Assurances. Each Party shall, from time to time and at all times hereafter, at the request of the other Party but without additional consideration, do all such other acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.
• 11.10 Counterparts. This Agreement may be executed by any Party in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile of, or e-mail transmission of a portable document format (.pdf), copy of the execution page hereof reflecting the execution of this Agreement by any Party shall be effective to evidence the Party's intention to be bound by this Agreement and that Party's agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

• 11.11 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

• 11.12 Governing Law. This Agreement is governed by, and will be interpreted and construed in accordance with, the local domestic laws of the Province of British Columbia and the federal laws of Canada applicable therein. This Agreement will be treated in all respects as a British Columbia contract.

• 11.13 Choice of Forum. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

[Remainder of page left blank intentionally – signature page follows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

AURORA CANNABIS INC.

By:

Name: Title:

CHOOM HOLDINGS INC.

By:

Name: Corey Gillon Title: Chief Executive Officer

CHOOM BC RETAIL HOLDINGS INC.

By:

Name: Corey Gillon Title: Chief Executive Officer

2688412 ONTARIO INC.

By:

Name: Corey Gillon Title: Chief Executive Officer

2151414 ALBERTA LTD.

By:

Name: Corey Gillon Title: Chief Executive Officer

SCHEDULE "A"

FORM OF JOINDER AGREEMENT

TO: Each of the parties to the Debt Restructuring Agreement among, inter alios, Aurora Cannabis Inc., Choom Holdings Inc., Choom BC Retail Holdings Inc., 2688412 Ontario Inc. and 2151414 Alberta Ltd. dated [●], 2021, as amended (the "Restructuring Agreement")

This Joinder Agreement (this "Joinder Agreement") is made as of the date written below by the undersigned (the "Joining Party") in accordance with the Restructuring Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Restructuring Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Restructuring Agreement as of the date hereof and shall have all of the rights and obligations of a Choom OpCo thereunder as if it had executed the Restructuring Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Restructuring Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

DATED ___________, 20___.

[NAME OF JOINDER PARTY]

Per:

Authorized Signatory

Per:

Authorized Signatory

SIGNED, SEALED AND DELIVERED

in the presence of:

) Per:

)

) ) [NAME OF JOINDER PARTY]

SCHEDULE "C" AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

AURORA CANNABIS INC.

and

CHOOM HOLDINGS INC.

[•], 2021

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Amended and Restated Investor Rights Agreement (this "Agreement") is made the [•] day of [•], 2021,

BETWEEN:

AURORA CANNABIS INC., a corporation existing under the laws of the Province of British Columbia and having its head office at 500-10355 Jasper Avenue, Edmonton, AB T5J 1Y6

(the "Investor")

• and -

CHOOM HOLDINGS INC., a corporation existing under the laws of the Province of British Columbia and having its head office located at #208 – 1525 West 8th Avenue, Vancouver, British Columbia, V6J 1T5

(the "Company")

WHEREAS the Company issued a non-transferable convertible debenture (the "Original Debenture") in the principal amount of \$20,000,000 to the Investor on November 2, 2018, which Original Debenture was amended and restated on June 24, 2020 (the "Amended and Restated Debenture").

AND WHEREAS, the Company and Aurora have agreed to terminate the Amended and Restated Debenture, extinguish all obligations thereunder and replace it with a new convertible debenture (the "Debenture") in the principal amount of \$6,000,000 to be issued to the Investor on [•], 2021;

AND WHEREAS, as of the date hereof, the Investor holds an Investor Percentage (as defined below) equal to approximately 19.9%;

AND WHEREAS, in consideration of the Company's agreement to issue and sell, and the Investor's agreement to purchase, the Debenture, the Company has agreed to grant certain rights to the Investor and the Investor has agreed to adhere to certain restrictions, all on the terms and subject to the conditions set out herein;

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

"Act" means the Business Corporations Act (British Columbia);

"Additional Funding" shall have the meaning set out in Section 5.1(a);

"Affiliate" has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

"Board" means the board of directors of the Company;

"Business Day" means any day, other than (i) a Saturday, Sunday or statutory holiday in the Province of British Columbia; and (ii) a day on which banks are generally closed in the Province of British Columbia;

"Canadian Securities Laws" means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

"Change of Control" means (i) the acquisition by any transaction, directly or indirectly, by a Person or group of Persons acting jointly or in concert of voting control or direction over 50% or more of the outstanding Common Shares, (ii) the amalgamation, consolidation or merger of the Company with or into another entity as a result of which the holders of the Common Shares immediately prior to such transaction, directly or indirectly, hold less than 50% of voting control or direction over the entity carrying on the business of the Company following such transaction, (iii) the sale, assignment, transfer or other disposition of all or substantially all of the property or assets of the Company to another entity in which the holders of the Common Shares immediately prior to such transaction, directly or indirectly, hold less than 50% of voting control or direction following such transaction, or (iv) the removal by resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company which removal has not been recommended in the Company's management information circular, or the failure to elect to the Board a majority of the directors proposed for election by management in the Company's management information circular;

"Common Shares" means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;

"Debenture" shall have the meaning set out in the Recitals hereto;

"Exchange" means the Canadian Securities Exchange or such other stock exchange in Canada where the Common Shares may be listed from time to time;

"Exercise Notice" shall have the meaning set out in Section 2.3;

"Fundamental Change" means a Change of Control that includes as elements thereof: (A) one of items (i), (ii) or (iii) of the definition of Change of Control; and (B) item (iv) of the definition of Change of Control; and (C) the Chief Executive Officer of the Company as of the date hereof no longer being actively employed as the most senior executive officer of the Company or the entity carrying on the business of the Company following completion of the Change of Control (for the avoidance of doubt, (C) may occur prior to, concurrent with or following a Change of Control, and need not occur as a result of or in conjunction with the Change of Control);

"Funding Notice" shall have the meaning set out in Section 5.1(b);

"Governmental Authority" means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or selfregulatory authority and, for greater certainty, the securities regulatory authorities and the Exchange;

"Investor Nominees" shall have the meaning set out in Section 4.1;

"Investor Percentage" means, at any given time, as applicable, the percentage calculated by dividing the number of Common Shares (including Common Shares issuable on conversion of the principal amount of the Debenture (on an as-if converted basis) then beneficially owned by the Investor and its Affiliates by the total number of Common Shares then outstanding, adjusted by adding the Common Shares issuable on conversion of the principal amount of the Debenture (on an as-if converted basis) then beneficially owned by the Investor and its Affiliates but deducting any Common Shares issued after the date of this Agreement upon exercise of stock options or other equity-based compensation arrangements of the Company;

"Issuance" shall have the meaning set out in Section 2.1; "Notice Period" shall have the meaning set out in Section 2.3;

"Offered Securities" any equity or voting securities, or securities convertible into or exchangeable for equity or voting securities, of the Company;

"Offering" shall have the meaning set out in Section 2.1; "Offering Notice" shall have the meaning set out in Section 2.1;

"Participation Right" shall have the meaning set out in Section 2.2; "Parties" means the parties to this Agreement and "Party" means one of them;

"Person" means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, company, corporation or other body corporate, union, Governmental Authority and a natural person in his capacity as trustee, executor, administrator, or other legal representative; and

"Proposed Funding Notice" shall have the meaning set out in Section 5.1(a).

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an "Article" or "Section" followed by a number or letter refer to the specified Article or Section to this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of thisAgreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the word "including" is deemed to mean "including without limitation";

(f) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(g) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(h) all dollar amounts refer to Canadian dollars;

(i) all references to a percentage ownership of shares shall be calculated on a non-diluted basis, unless otherwise indicated;

(j) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(k) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following BusinessDay.

1.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

1.4 Time of Essence

Time shall be of the essence of this Agreement.

This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

Each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of British Columbia in the City of Vancouver over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

ARTICLE 2 PARTICIPATION RIGHT

2.1 Notice of Issuances

Subject to Section 2.5, if the Company proposes to issue (the "Issuance") any Offered Securities for cash consideration pursuant to a public offering or a private placement (an "Offering") at any time after the date hereof, the Company will, as soon as possible after the public announcement of the Issuance, but in any event not later than two Business Days following such public announcement, and at least five Business Days prior to the expected completion date of the Issuance, give written notice of the Issuance (the "Offering Notice") to the Investor including, to the extent known by the Company, full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the expected use of proceeds of the Offering and the expected closing date of the Offering.

2.2 Grant of Participation Right

The Company agrees that, subject to Section 2.5 hereof, until the Investor (directly or through an Affiliate) ceases to own at least 5% of the Common Shares (calculated on a fully diluted basis), the Investor (directly or through an Affiliate) has the right (the "Participation Right"), to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):

(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its as-issued percentage ownership interest in the Common Shares immediately prior to the Offering; and

(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its percentage as-issued ownership interest in the Common Shares immediately prior to the Offering.

2.3 Exercise Notice

If the Investor wishes to exercise the Participation Right, the Investor shall give written notice to the Company (the "Exercise Notice") of its intention to exercise such right and of the number of Offered Securities the Investor wishes to purchase, and shall subscribe to the Offering within five Business Days after the date of receipt of an Offering Notice, or in the case of a public offering that is a "bought deal", within two Business Days of receipt of an Offering Notice (the "Notice Period"), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Offering or Issuance.

2.4 Issuance of Participation Right Offered Securities

(a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall:

(i) subject to the receipt and continued effectiveness of all required approvals (including any applicable approval(s) of the Exchange and any required approvals under Canadian Securities Laws and any required shareholder approval), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities to the Investor);

(ii) subject to the issuance to the Investor or its Affiliate of Common Shares or other Offered Securities being exempt from prospectus and registration requirements under Canadian Securities Laws; and

(iii) subject to the completion of the relevant Offering, issue to the Investor or its Affiliate, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the

Exercise Notice. The parties agree that the issuance of any Common Shares or other Offered Securities to the Investor pursuant to this Section 2.4 shall occur concurrently with the completion of the relevantOffering.

(b) If the Company is required by the Exchange or otherwise to seek shareholder approval for the issuance of the Offered Securities to the Investor or its Affiliate, then the Company shall call and hold a meeting of its shareholders to consider the issuance of the Offered Securities to the Investor or its Affiliate as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is advised that it will require shareholder approval, and shall recommend approval of the issuance of the Offered Securities

2.5 Issuances Not Subject to Participation Rights

and shall solicit proxies in support thereof.

The following Issuances will not give rise to a Participation Right:

(a) Issuances for compensatory purposes to directors, officers, employees of or consultants to the Company and its Affiliates pursuant to a security-based compensation plan of the Company that complies with the requirements of the Exchange;

(b) pursuant to the exercise of convertible securities of the Company issued in an Offering in respect of which the Investor had a Participation Right or that have been issued and granted as of the date hereof; or

(c) pursuant to any plan of arrangement, merger, business combination, take-over bid or other acquisition of a third party.

ARTICLE 3 STANDSTILL

3.1 Standstill

The Investor shall not, directly or indirectly, whether alone or jointly or in concert with any other Person, without the prior written consent of the Board, (i) until a period of 12 months has passed since the date of this Agreement; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a FundamentalChange:

(a) acquire, agree to acquire, or make any proposal or offer to acquire, directly or indirectly, ownership of (or control or direction over) any securities of the Company or any of its Affiliates (other than securities issued in accordance with Article 2 herein or the terms of the Debenture);

(b) solicit proxies from shareholders or other security holders of the Company or any of its Affiliates or otherwise attempt to influence the conduct of the shareholders or other security holders of the Company or any of its Affiliates;

(c) solicit, initiate or engage in any discussions or negotiations, or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any Person in order to propose or effect any take-over bid, tender or exchange offer, amalgamation, merger, arrangement or other business combination involving the Company or any of its Affiliates or propose or effect any acquisition of assets from the Company or any of its Affiliates;

(d) in any manner, directly or indirectly, seek to control or influence the Board or the board of directors of any Affiliate of the Company or the management or policies of the Company or affect control of the Company or any of its Affiliates (which covenant shall not prevent the Investor Nominee from acting in a manner consistent with fulfilling his or her fiduciary duties as a director of theCompany);

(e) make any public announcement with respect to the foregoing or inconsistent with the foregoing, or assist, advise, encourage or agree, discuss, negotiate or otherwise act in concert with, any Person to do any of the foregoing (including by providing or arranging any financing);

(f) take any action with respect to the Company or its Affiliates that would reasonably be expected to require the Company or its Affiliates to make a public announcement regarding any of the types of matters described in items (a) through (d) above; or

(g) request the Company, directly or indirectly, to amend or waive any of these standstill provisions.

ARTICLE 4 BOARD OF DIRECTORS

4.1 Nomination of Directors

(a) (i) if the Investor's as-issued percentage ownership in the Common Shares is equal to or greater than 10%, the Investor shall be entitled to designate two (2) nominees to serve as directors of the Company (each an "Investor Nominee") for election or appointment to the Board, and (ii) if the Investor's as-issued percentage ownership in the Common Shares is equal to or greater than 5% but less than 10%, the Investor shall be entitled to designate one (1) Investor Nominee for election or appointment to the Board, provided, in each case, that such Investor Nominee(s): (A) consent in writing to serve as a director; (B) satisfies any Exchange requirements and applicable laws; (B) is eligible under the Act and pursuant to the rules of any stock exchange or market upon which the Common Shares are listed and Canadian Securities Laws to serve as a director; and (D) such nominee signs a written resignation, to take effect immediately at such time as the Investor Percentage shall decrease below 10% or 5%, as applicable.

(b) The Investor shall have the right to replace an Investor Nominee for any reason (including without limitation, by reason of a replacement request being made by the Investor Nominee), it being understood and agreed that the conditions set forth in Section 4.1(a)(i), (ii), (iii) and (iv) shall apply to any such new Investor Nominee.

(c) The Company shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purpose of any meeting of shareholders at which directors of the Company are to be elected, to the extent practicable, at least 20 Business Days prior to such mailing date and the Investor shall advise the Company of its Investor Nominee at least 15 Business Days prior to the mailing date. If the Investor does not advise the Company of the identity of the Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated the incumbent Investor Nominee.

(d) In the event that the Investor Nominee shall cease to serve as a director of the Company, whether due to such Investor Nominee's death, disability, resignation or removal, the Company shall cause the Board to promptly appoint a replacement Investor Nominee, provided that such nominee fulfills the provisions set forth in Section 4.1(a)(i), (ii), (iii) and (iv).

(e) Notwithstanding the foregoing, if either any governmental authority or stock exchange or market, as applicable, objects to the Investor Nominee, the Investor Nominee will immediately resign as a director of the Company.

ARTICLE 5 RIGHT OF FIRST REFUSAL

5.1 Right of First Refusal

(a) In the event that the Company determines that it requires additional funding ("Additional Funding"), the Company shall not accept Additional Funding from any entity that is a holder of any license pursuant to the Cannabis Act (Canada), or an Affiliate thereof without first seeking the Additional Funding from the Investor. The Company shall give written notice (by electronic means) to the Investor (a "Proposed Funding Notice"), including the terms thereof and its desire to proceed with such Additional Funding. The Proposed Funding Notice shall set out the identity of the third party willing to make the Additional Funding.

(b) The Investor shall have the right, until the Debenture is no longer outstanding as a result of repayment or conversion thereof, exercisable within 10 Business Days of receipt of the Proposed Funding Notice, by written notice (by electronic means) to the Company (a "Funding Notice") to confirm whether it intends to fund the full amount (but not less than the full amount) of the Additional Funding. If the Investor delivers a Funding Notice within such 10 Business Day period, the Company shall seek the Additional Funding from the Investor pursuant to the terms of this Agreement. If the Investor does not deliver a Funding Notice within such 10 Business Day period or otherwise confirms in writing that it does not intend to provide the Additional Funding to the Company, the Company shall be free to obtain the Additional Funding from the third party identified in the Proposed Funding Notice upon terms no more favourable to such person or entity willing to provide the Additional Funding than the terms of the Additional Funding provided to the Investor as long as such funding proceeds within 60 days after the expiry of the 10 Business Day period for the Investor to provide a Funding Notice to the Company in relation to the Proposed Funding Notice.

ARTICLE 6 MISCELLANEOUS

6.1 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately upon the Parties agreeing in writing to terminate this Agreement.

6.2 Notices

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i) in the case of the Investor:

Aurora Cannabis Inc.

	Attention: Email:				Personal information redacted
	with a copy to:
	Aurora Cannabis Inc. 500 10355 Jasper Ave Edmonton, AB T5J 1Y6
	Attention:
	Email:				Personal information redacted
(ii)	in the case of the Company:
	Choom Holdings Inc. #208 – 1525 West 8th Avenue Vancouver, British Columbia, V6J 1T5
	Attention: Email:	Corey Gillon corey@choom.ca

with a copy to:

Pushor Mitchell LLP 301 – 1665 Ellis Street Kelowna, British Columbia, V1Y 2B3

Attention: Keith Inman Email: inman@pushormitchell.com

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Vancouver time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c) Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 6.2.

6.3 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

6.4 Assignment

No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties, such consent to be in their sole discretion. Notwithstanding the forgoing, the Parties agree that Investor may assign this Agreement to an Affiliate by providing written notice of such assignment to the Company provided that Investor agrees to remain bound by the terms of this Agreement.

6.5 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

6.6 Expenses

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

6.7 Further Assurances

Each of the Parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

6.8 Right to Injunctive Relief

The Parties agree that any breach of the terms of this Agreement by any of the Parties would result in immediate and irreparable injury and damage to the other Party which could not be adequately compensated by damages. The Parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting Party, the other Party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other Party may be entitled at law or in equity.

6.9 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if each Party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF this Investor Rights Agreement has been executed by the Parties on the date first above written.

CHOOM HOLDINGS INC.

Per:

Authorized Signatory

AURORA CANNABIS INC.

Per:

Authorized Signatory