Flow Beverage Corp. — Capital/Financing Update 2021

Jul 13, 2021

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE is made as of the 14[th] day of May, 2021,

BETWEEN:

RG ONE CORP. , a corporation incorporated under the laws of the Province of Ontario (“ RG One ”)

AND:

TSX TRUST , a trust company existing under the laws of Canada and authorized to carry on business in all of the Provinces of Canada (the “ Warrant Agent ”)

AND:

FLOW WATER INC. , a corporation existing under the laws of federal laws of Canada (the “ Corporation ”)

WHEREAS :

A. the Corporation, RG One and the Warrant Agent executed a warrant indenture (the “ Warrant Indenture ”) dated as of March 11, 2021 providing for the issue of up to 5,454,550 Warrants (as defined in the Warrant Indenture);

B. section 8.1 of the Warrant Indenture provides for the creation of indentures supplemental to the Warrant Indenture for the purposes of issuing additional Warrants under the Warrant Indenture and any consequential amendments thereto as may be required by the Warrant Agent relying on the advice of Counsel;

C. the Corporation wishes to increase the number of Warrants issuable under the Warrant Indenture from 5,454,550 Warrants to 6,363,641 Warrants (the “ Warrant Increase ”);

D. to complete the Warrant Increase, the Corporation wishes to execute this First Supplemental Indenture, and to cause the Warrant Agent to execute this First Supplemental Indenture, to permit the number of Warrants issuable under the Warrant Indenture to be increased from up to 5,454,550 Warrants to up to 6,363,641 Warrants and to permit Warrants to be issued under the Warrant Indenture in addition to those Warrants issued on March 11, 2021;

E. the directors of the Corporation approved the issuance of up to an additional 909,091 Warrants and duly authorized the execution and delivery of this First Supplemental Indenture and all things necessary to make this First Supplemental Indenture a valid and binding agreement of the Corporation, in accordance with its terms, have been done;

F. the Warrant Agent is authorized and directed to enter into this Supplemental Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to the Warrant Indenture as modified by this Supplemental Indenture from time to time; and

G. recitals C, D, E and F are made as a statement of fact by the Corporation and not by the Warrant Agent.

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NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, and the parties hereto agree as follows:

1. This Supplemental Indenture is supplemental to the Warrant Indenture and the Warrant Indenture will henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Warrant Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, will apply and have the same effect as if all the provisions of the Warrant Indenture and of this Supplemental Indenture were contained in one instrument and the expressions used herein will have the same meaning as is ascribed to the corresponding expressions in the Warrant Indenture.

2. On and after the date hereof, each reference to the Warrant Indenture, as amended by this Supplemental Indenture, “this indenture”, “herein”, “hereby”, and similar references, and each reference to the Warrant Indenture in any other agreement, certificate, document or instrument relating thereto, will mean and refer to the Warrant Indenture as amended hereby. Except as specifically amended by this Supplemental Indenture, all other terms and conditions of the Warrant Indenture will remain in full force and unchanged.

3. Section 1.1 of the Warrant Indenture is hereby amended to change or add the following definitions:

   • “ Subscription Receipts ” means, collectively, 63,636,417 subscription receipts issued by the Corporation in one of more closings pursuant to the Offering, each of which shall be automatically converted in accordance with the Subscription Receipt Agreement into onefifth of one Unit (on a post-Flow Consolidation basis), with each whole Unit being comprised of one (1) Class B Share and one-half (1/2) of one (1) Warrantt;

“ Offering ” means the brokered private placement of the Corporation of up to 36,363,690 of Subscription Receipts and the concurrent non-brokered private placement of the Corporation of up to 27,272,728 Subscription Receipts;

“ Supplemental Indenture ” means the supplemental warrant indenture between the Corporation, RG One and the Warrant Agent dated as of May 14, 2021;

1. Section 2.1 of the Warrant Indenture be deleted in its entirety and replaced with the following:

   • “Section 2.1 Creation and Issue of Warrants . A maximum of 6,363,641 Warrants (subject to adjustment as herein provided) are hereby authorized to be created and issued in accordance with the terms and conditions hereof on the Escrow Release Date upon the automatic exchange of the Subscription Receipts in accordance with the Subscription Receipt Agreement, and upon such automatic exchange, the Corporation shall execute the Warrants and the Warrant Agent shall countersign and deliver the Warrants. Subject to Section 2.5, the Warrant Agent shall deliver Warrant in certificated or uncertificated form to Warrantholders and record the name of the Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.”

2. The Warrants issued and outstanding shall be deemed to include the amendments as set forth herein, without any further action of the Warrantholders or surrender or exchange of their Certificated Warrants.

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1. The Warrant Indenture is and continues to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant Indenture in all other respects.

2. This Supplemental Indenture will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada, as applicable therein, and is binding upon the parties hereto and their respective successors and assigns.

3. This Supplemental Indenture may be simultaneously executed in several counterparts, and by facsimile or other electronic reproduction, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplemental Indenture.

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

FLOW WATER INC.

By: (signed) “Nicholas Reichenbach” Name: Nicholas Reichenbach Title: Executive Chairman

TSX TRUST COMPANY

By: (signed) “Brett Higgs” Name: Brett Higgs Title: Corporate Trust Officer By: (signed) “Donald Crawford” Name: Donald Crawford Title: Senior Trust Officer

RG ONE CORP.

By: (signed) “Isaac Benjamin Maresky” Name: Isaac Benjamin Maresky Title: Chief Executive Officer

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