Choom Holdings Inc. — Capital/Financing Update 2021

Jul 13, 2021

Principal Amount: $6,000,000

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE NOVEMBER 9, 2021

SECURED CONVERTIBLE DEBENTURE

ISSUED TO AURORA CANNABIS INC.

Dated July 8, 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;

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(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 $0.10 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 quasi-

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governmental 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 July 8, 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

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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”.

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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.

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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.

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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

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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.

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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 $0.50, 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;

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• (b) to maintain a second ranking perfected security interest in the Collateral contemplated hereunder and under the Security Agreement;

• (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

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• (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);

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• (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.

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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.

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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

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Attention: Ananth Krishnan Email: ananth.krishnan@auroramj.com [Personal Information Redacted] with a copy to: Aurora Cannabis Inc. 500 10355 Jasper Ave Edmonton, AB T5J 1Y6

Attention: Peter Westcott, Senior Vice President, Legal (Corporate and Commercial) Email: peter.westcott@auroramj.com [Personal Information Redacted]

(b) to the Company at: Choom Holdings Inc. 208 – 1525 West 8th Avenue Vancouver, BC V6J 1T5

Attention: Corey Gillon Email: corey@choom.ca with a copy to: Pushor Mitchell LLP 301 - 1665 Ellis Street Kelowna, BC V1Y 2B3 Attention: Keith Inman Email: inman@pushormitchell.com

(2) Any notice or delivery shall be given as herein provided or to such other addresses or email or telecopier number or in care of such other person as a party may from time to time advise by notice in writing as aforesaid. The date of receipt of such notice or delivery shall be the date of actual delivery to the address specified if delivered or the date of actual transmission to the email or telecopier number if emailed or telecopied, unless such date is not a Business Day, in which event the date of receipt shall be the next Business Day immediately following the date of such delivery or transmission.

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

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

Per: “ Corey Gillon ” /s/ Name: Corey Gillon Title: Chief Executive Officer

Debenture Signature Page

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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 Danny Nikas. [Commercially Sensitive Information Redacted]

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SCHEDULE “B”

CONVERSION NOTICE

TO: Choom Holdings Inc. (the “Company”)

The undersigned registered holder of the Convertible Debenture dated July 8, 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:

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