Forward Water Technologies Corp. — Capital/Financing Update 2021

Oct 28, 2021

Execution Version

AMENDMENT NO. 1 TO WARRANT INDENTURE

THIS AMENDMENT is made as of October 20, 2021,

BETWEEN:

FORWARD WATER TECHNOLOGIES INC.

a corporation existing under the laws of the Province of Ontario (“ FWT ”)

-and-

TSX TRUST COMPANY

a trust company existing under the laws of Canada (“ TSXT ”)

-and-

HOPE WELL CAPITAL CORP.[1]

a corporation existing under the laws of the Province of Ontario (“ HWCC ”)

(each a “ Party ” and collectively, the “ Parties ”)

CONTEXT:

• A. The Parties entered into a warrant indenture dated June 4, 2021 (the “ Indenture ”).

• B. FWT and HWCC desire to amend the Indenture to provide for the issuance of Warrants via Direct Registration System (“ DRS ”) in accordance with Section 8.1.8 of the Indenture and to also provide for the issuance of additional warrants, including Warrants in excess of the number set out in s.2.1, in accordance with Section 8.1.7.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

1 Hope Well Capital Corp. is in no way affiliated with or related to Hopewell Capital Corporation, a separate preexisting business engaged in the field of venture capital across Canada, or the Hopewell Group of Companies’ multi-faceted real estate and logistics group.

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ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Amendment, capitalized terms used and not otherwise defined have the meaning given to such terms in the Indenture.

1.2 Interpretation

This Amendment is to be construed, governed and interpreted in accordance with the Indenture.

1.3 Governing Law

This Amendment will be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Amendment

ARTICLE 2 AMENDMENT

2.1 General

Subject to the terms and conditions contained in this Amendment, the Indenture is amended to the extent necessary to give effect to the provisions of this Amendment. Subject to this Amendment, the Indenture continues in full force and effect and is ratified in all regards.

2.2 Amendments to the Indenture

• 2.2.1 A new Section 1.1.66 of the Indenture is added as follows:

• “ DRS ” means the direct registration system.

• 2.2.2 Section 2.1 of the Indenture is amended and restated as follows:

The number of authorized Warrants set out as “3,296,800” is replaced with “16,175,000”.

• 2.2.3 Section 2.5.2 of the Indenture is amended and restated to read in its entirety as follows:

• The Warrants may be issued in certificated, uncertificated and in DRS form. All Warrants issued in certificated form will be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule A, which will be dated as of the Issue Date, will bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and will be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in a certificated, uncertificated or DRS form, such uncertificated or DRS form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.8.

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• 2.2.4 A new Section 2.5.3 of the Indenture is added as follows (and the relevant specimen is attached to this Amendment as Schedule A):

Any Warrants issued by DRS shall be substantially in the form of DRS statement specimen attached hereto at Schedule C.

ARTICLE 3 GENERAL

3.1 Severability

Whenever possible, each provision of this Amendment will be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Amendment that is invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Amendment, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

3.2 Counterpart Execution

This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF , the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

FORWARD WATER TECHNOLOGIES INC.

By: “ ” C.Howie Honeyman Name: C. Howie Honeyman Title: CEO & President

TSX TRUST COMPANY

By: “Dalisha Dyal” Name: Dalisha Dyal Title: Corporate Trust Officer By: “Donald Crawford” Name: Donald Crawford Title: Senior Trust Officer

HOPE WELL CAPITAL CORP.

By: “Sheldon Kales” Name: Sheldon Kales Title: CEO, CFO & Secretary

[ Signature page – Amendment No. 1 to Warrant Indenture ]

SCHEDULE A

DRS SPECIMEN

See attached.

TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario M5H 4H1 Phone: 1-866-600-5869

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DATED: OCTOBER 19, 2021

• SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 UNITED STATES

Issuer: FORWARD WATER TECHNOLOGIES CORP. INCORPORATED UNDER THE ONTARIO BUSINESS CORPORATIONS ACT ISIN: CA34988A1104 Issue Class: WARRANT Securityholder Account Number: ACCT9999 Registration: Ticker: TIR5405

INCORPORATED UNDER THE ONTARIO BUSINESS CORPORATIONS ACT

*** SPECIMEN ***

(Detach and see reverse for more information)

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Direct Registration System (DRS) - Transaction Advice

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Transaction Information:

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Batch Number Restricted DRS Unrestricted DRS Total DRS Shares Issued 999999 0.00 0.00 0 Transaction(s): Effective Date Description Amount Restriction

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THE WARRANTS EVIDENCED BY THIS TRANSACTION ADVICE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT INDENTURE DATED JUNE 4, 2021 AND AMENDED ON OCTOBER 19, 2021 BETWEEN FORWARD WATERS TECHNOLOGIES INC. (THE "COMPANY") AND TSX TRUST COMPANY, INCLUDING ALL TERMS AND CONDITIONS SET FORTH IN THE FORM OF WARRANT CERTIFICATE ATTACHED THERETO (THE "WARRANT INDENTURE"), AVAILABLE ON SEDAR.

THE WARRANTS EVIDENCED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 PM ON OCTOBER 19, 2023.

SCHEDULE B TO THE WARRANT INDENTURE CONTAINS THE NOTICE OF EXERCISE FORM THAT MUST BE COMPLETED TO EXERCISE THE WARRANTS EVIDENCED BY THIS TRANSACTION ADVICE, ALONG WITH FURTHER INSTRUCTIONS FOR SUCH EXERCISE. SCHEDULE B TO THE WARRANT INDENTURE CONTAINS THE TRANSFER FORM THAT MUST BE COMPLETED TO TRANSFER THE WARRANTS EVIDENCED BY THIS TRANSACTION ADVICE, ALONG WITH FURTHER RESTRICTIONS

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IMPORTANT INFORMATION - RETAIN FOR YOUR RECORDS

This advice is your record of the security transaction affecting your account on the books of the Company as part of the Direct Registration System. It is neither a negotiable instrument nor a security, and delivery of this advice does not of itself confer any rights on the recipient. It should be kept with your important documents as a record of your ownership of these securities. No action on your part is required. You can deposit your existing certificates, sell or request a certificate, or transfer your DRS Securities.

Upon request, the Company will furnish to any securityholder, without charge, a full statement of the designations, rights (including rights under any Company's Rights Agreement, if any), preferences and limitations of the securities of each class and series authorized to be issued, and the authority of the Board of Directors to divide the shares/units into series and to determine and change rights, preferences, and limitations of any class or series.

DRS Securities are not deposits of TSX Trust Company and are not insured by the Canada Deposit Insurance Corporation, the Canadian Investor Protection Fund, or any other federal or provincial program or agency.

TRANSACTION REQUEST

If you elect to transfer DRS securities from your DRS account to your broker, complete the below information, detach the top portion and deliver or forward to your broker. Your broker will send an electronic deposit to TSX Trust Company, who in turn will transfer your DRS shares electronically to your broker.

To request a physical security certificate representing all or a portion of DRS securities held in your DRS account, complete the below information, detach this portion and send it to our Office to process; a certificate will be mailed approximately three business days from the receipt of the request.

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I wish to transfer DRS Quantity of securities to be Securities to my broker transferred from your DRS account to your broker Issue Certificate Quantity of DRS securities to be issued in certificate form

Signatures: The instructions given above must be signed by all registered holder(s). If held jointly, all must sign. If you have any questions please contact us.

Signature 1 - Please keep signature within the box.

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Signature 2 - Please keep signature within the box.

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Date

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Securityholder Account#: ACCT9999 ISIN: CA34988A1104 Ticker: TIR5405

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Physical Security Certificate

To request a physical security certificate representing all or a portion of your DRS Securities at any time, complete the above Transaction Request or a DRS Transaction Request Form, and submit to TSX Trust Company for processing. A physical security certificate will be mailed approximately three business days from the receipt of the request. A DRS Transaction Request Form can be downloaded from our website at www.tsxtrust.com

Converting Certificated Securities to DRS

To convert existing physical certificates to DRS, send the physical security certificate(s) along with your DRS Transaction Request Form to TSX Trust Company. No endorsements on the certificate are required. If delivered by mail, we recommend sending it via registered mail. A DRS Transaction Request Form can be downloaded from our website at www.tsxtrust.com

Transferring DRS Securities To or From a Broker

The broker must be a CDS Participant in order to use this feature and can facilitate this request using the normal CDSX deposit/withdrawal process, provided that the Issue is CDS eligible.

If you elect to transfer securities from your DRS account to your broker, please contact your broker and have your broker reference the below information on their CDSX deposit instruction:

• Certificate Number: Enter the word "DRS" preceding with the Securityholder Account number from your DRS Transaction Advice or Statement.

• Registration: Enter the registration as shown on the DRS Advice or Statement

• Quantity: Enter the quantity of DRS securities being deposited.

If you elect to transfer securities from your broker account to your DRS account, please contact your broker and have your broker reference the below information on their CDSX withdrawal instruction:

• Denomination: Enter the quantity of securities to be deposited to your DRS account.

• Registration: Enter the full registration particulars and as shown on your DRS Advice or Statement.

• Memo: Please indicate "DRS DEPOSIT - NO CERTIFICATE TO BE ISSUED"

Transferring your DRS Securities

Should you wish to transfer your DRS securities, send your completed DRS Transaction Request Form along with your DRS Transaction Advice or Statement and a completed Stock Power of Attorney to TSX Trust Company for processing. A DRS Transaction Request Form and a Stock Power of Attorney can be downloaded from our website at www.tsxtrust.com. A physical certificate or a DRS Transaction Advice will be mailed approximately three business days after receipt of the request.

Please note that the Stock Power of Attorney must be endorsed by all registered holders and must be guaranteed by a Canadian Schedule 1 Bank or Medallion Signature Guaranteed by an eligible guarantor with membership in an approved Signature Guaranteed Medallion Program.

How to contact TSX Trust Company?

Should you have questions regarding your DRS account, Advice or Statement or for general information, you may reach TSX Trust Company:

By Telephone:

416-342-1091 (local call). Shareholders outside of the 416 calling area in Canada, or in the U.S., can call 1-866-600-5869 (toll free)

By Email:

TMXEinvestorservices@tmx.com or visit our website at www.tsxtrust.com

By Mail:

TSX Trust Company 301 - 100 Adelaide Street West Toronto, ON M5H 4H1 Attn: Investor Services