Wildpack Beverage Inc. — Capital/Financing Update 2021

Dec 1, 2021

SECOND SUPPLEMENTAL DEBENTURE INDENTURE

THIS SECOND SUPPLEMENTAL DEBENTURE INDENTURE is dated effective as of the 23[rd] day of November, 2021 (the “ Effective Date ”).

BETWEEN:

WILDPACK BEVERAGE INC. , a corporation existing under the laws of the Province of British Columbia

(the “ Corporation ”)

• and -

COMPUTERSHARE TRUST COMPANY OF CANADA , a

trust company continued under the laws of Canada

(the “ Trustee ”)

WHEREAS the Corporation entered into a debenture indenture with the Trustee, dated as of June 30, 2021, as supplemented by a first supplemental indenture among the Corporation and the Trustee, dated as of August 27, 2021 (collectively, “ Original Indenture ” and, together with this Second Supplemental Debenture Indenture, the “ Indenture ”), which provides for, among other things, the creation and issuance of the Debentures (as defined in the Original Indenture);

AND WHEREAS pursuant to Sections 2.3 and 2.6 of the Original Indenture, the Corporation may issue the Debentures in series subsequent to the issuance of the Initial Debentures (being those Debentures issued by the Corporation on June 30, 2021);

AND WHEREAS the Corporation proposes to issue Additional Debentures pursuant to Section 2.6 of the Original Indenture, which Additional Debentures shall be issued as a new series of Debentures subsequent to the issuance of the Initial Debentures, designated as the “Series 2 Debentures”;

AND WHEREAS Section 15.1(a) of the Original Indenture provides for the creation of indentures supplemental to the Original Indenture for the purposes of providing for the issuance of Additional Debentures under the Original Indenture;

AND WHEREAS the Trustee is authorized and directed to enter into this Second Supplemental Debenture Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who are holders of the Debentures issued pursuant to the Original Indenture as modified by this Second Supplemental Debenture Indenture from time to time;

AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed, to authorize the execution and delivery of this Second Supplemental Indenture, to make the same effective and binding upon the Corporation and the Trustee, and to establish the terms and conditions of the Series 2 Debentures;

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NOW THEREFORE THIS SECOND SUPPLEMENTAL INDENTURE WITNESSES that

for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:

ARTICLE 1 INTERPRETATION

1.1 Other Terms

All capitalized terms used but not defined herein shall have the same meanings herein as are ascribed to such terms in the Original Indenture.

1.2 Conflicts of Meanings

To the extent there are conflicts between the terms used in this Second Supplemental Indenture and the Original Indenture, the meanings set out in this Second Supplemental Indenture shall prevail.

ARTICLE 2 SERIES 2 DEBENTURES

2.1 Form and Terms of Series 2 Debentures

From and after the Effective Date, the second series of Debentures (the “ Series 2 Debentures ”) are hereby authorized for issue immediately as Additional Debentures, subject to the following terms and conditions:

(1) The Series 2 Debentures are limited to an aggregate principal amount of up to $23,000,000 and shall be designated as “8.0% Senior Unsecured Convertible Debentures”.

(2) The Series 2 Debentures shall be dated the Effective Date and shall mature on November 23, 2025 (the “ Maturity Date ” for the Series 2 Debentures).

(3) The Series 2 Debentures shall bear interest from the date of issue at the rate of 8.0% per annum (based on a year of 360 days comprised of twelve 30-day months), payable quarterly in arrears on the last day of March, June, September and December in each year, commencing December 31, 2021 (with the exception of the first interest payment, which will include interest from and including the Effective Date), the first such payment to fall due on December 31, 2021, representing accrued interest for the period from the Effective Date to December 31, 2021 and the last such payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date of the Series 2 Debentures) to fall due on November 23, 2025, payable after as well as before maturity and after as well as before default, with interest on amounts in default or after maturity at the same rate, compounded semi-annually. For certainty, the first interest payment will include interest accrued from and including the Effective Date to December 31, 2021 and will be in an amount equal to $8.56 per $1,000 principal amount of the Series 2 Debentures. Any payment required to be made on any

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day that is not a Business Day will be made on the next succeeding Business Day. The record date for the payment of interest on the Series 2 Debentures will be that date which is the fifth Business Day immediately preceding any Interest Payment Date.

(4) The Series 2 Debentures will be subordinated to all existing and future Secured Indebtedness of the Corporation in accordance with the provisions of Article 5 of the Original Indenture. The Series 2 Debentures will rank pari passu and equally in right of payment with each other series of Debentures issued under the Indenture or under indentures supplemental to the Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future senior unsecured indebtedness of the Corporation, other than Secured Indebtedness.

(5) Upon and subject to the provisions and conditions of Article 6 the Original Indenture and Section 3.7 of the Original Indenture, the holder of each Series 2 Debenture shall have the right at such holder’s option, at any time prior to the close of business on the earliest of (i) during the fifth Business Day immediately preceding any Interest Payment Date, (ii) the Business Day immediately preceding the Maturity Date of the Series 2 Debentures; or (iii) if subject to repurchase pursuant to a Change of Control, on the Business Day immediately preceding the payment date, subject to the satisfaction of certain conditions, by notice to the holders of Series 2 Debentures in accordance with subsection 2.1(7) of this Second Supplemental Debenture Indenture (the earlier of which will be the “ Time of Expiry ” for the purposes of Article 6 of the Original Indenture in respect of the Series 2 Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion.

The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Series 2 Debentures shall be equal to $1.51 such that approximately 662 Common Shares shall be issued for each $1,000 principal amount of Series 2 Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 6 of the Original Indenture, or for interest accrued on Series 2 Debentures surrendered. No fractional Common Shares will be issued, the number of Common Shares so issuable will be rounded down to the nearest whole number, on any conversion of the Debentures and in lieu thereof, the Corporation will satisfy fractional interests by a cash payment equal to the Conversion Price on the relevant date of any fractional interest. The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Series 2 Debentures is subject to adjustment pursuant to the provisions of Section 6.5 of the Original Indenture. Holders converting their Series 2 Debentures will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Series 2 Debentures surrendered for conversion up to and including the Date of Conversion from, and including, the most recent Interest Payment Date. For clarity, payment of such interest may, at the option of the Corporation,

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be paid on the next regularly scheduled Interest Payment Date following the Date of Conversion.

Subject to Section 6.7 of the Original Indenture, if prior to the Maturity Date, the volume weighted average price of the Common Shares on the TSX Venture Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for the immediately preceding 20 consecutive trading days exceeds $2.19, as adjusted in accordance with the Original Indenture, the Corporation may deliver a written notice and news release on not more than 60 days’ and not less than 30 days’ notice to the Trustee and the Registered Holder in accordance with the Original Indenture to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld), plus the amount of any accrued and unpaid interest and any Make Whole Payment for which the Corporation elected to convert into Common Shares in accordance with Section 6.7 of the Original Indenture, into that number of Common Shares of the Corporation equal to the principal amount of the Debentures plus, if applicable, accrued but unpaid interest to the date of such forced conversion plus any Make-Whole Payment (less any tax required by law to be deducted or withheld) divided by the Conversion Price. In the event of a forced conversion prior to the 4-year Anniversary, in addition to any unpaid and accrued interest, the holders of Debentures shall be entitled to the Make-Whole Payment. In the event of a forced conversion, any accrued and unpaid interest shall be payable in cash, however any Make Whole Payment, may, at the option of the Corporation be repaid in cash or satisfied by the issuance of Common Shares based on the 10-day VWAP (subject to the approval of the TSXV).

The Conversion Price will not be adjusted for accrued interest.

Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or Persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date.

A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Offer pursuant to the provisions of subsection 2.1(7) of this Second Supplemental Debenture Indenture may be surrendered for conversion only if such notice is withdrawn in accordance with the Indenture.

(6) The Series 2 Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each Series 2 Debenture and the certificate of the Trustee endorsed thereon shall be issued in substantially the form set out in Schedule “A” to this Second Supplemental Debenture Indenture, with such insertions, omissions, substitutions or other variations as shall be required or permitted by the Indenture, and may have imprinted or

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otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Board of Directors executing such Series 2 Debenture in accordance with Section 2.8 of the Original Indenture, as conclusively evidenced by their execution of a Series 2 Debenture. Each Series 2 Debenture shall additionally bear such distinguishing letters and numbers as the Trustee shall approve. Notwithstanding the foregoing, a Series 2 Debenture may be in such other form or forms as may, from time to time, be, approved by a resolution of the Board of Directors, or as specified in an Officer’s Certificate. The Series 2 Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and partly in another.

The Series 2 Debentures shall be issued in the form of one or more Debenture Certificates, shall bear the U.S. Legend in substantially the form set forth in Schedule C , if applicable, and as Uncertificated Debentures. Notwithstanding the foregoing, Series 2 Debentures issued to U.S. Purchasers shall be issued only as Debenture Certificates.

(7) Within 30 days following a Change of Control, and subject to the provisions and conditions of this subsection 2.1(7), the Corporation shall, at the discretion of the Debentureholders, be obligated to offer to purchase or convert all of the Series 2 Debentures then outstanding. The terms and conditions of such obligation are set forth below:

• (a) Not less than less than 45 days prior to the occurrence of a Change of Control, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the holders of the Series 2 Debentures, a Change of Control Notice. Prior to the Change of Control Purchase Date (as defined below), the Debentureholders shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 101% of the principal amount thereof plus unpaid interest to the Maturity Date (the “ Offer Price ”); or (ii) convert the Debentures at the Conversion Price (the “ Change of Control Offer ”). The “ Change of Control Purchase Date” shall be the date that is 30 Business Days after the date of the Change of Control Notice is delivered to holders of Series 2 Debentures.

• (b) If 90% or more of the aggregate principal amount of the Series 2 Debentures outstanding on the date the Corporation provides the Change of Control Notice to holders of the Series 2 Debentures have been surrendered for purchase by the Corporation pursuant to the Change of Control Offer, the Corporation shall have the right, exercisable upon written notice provided to the Trustee within 10 days following the expiration of the Change of Control Offer, to redeem, at the Offer Price, all of the remaining Series 2 Debentures which are then outstanding on the expiration of the Change of Control Offer at the Change of Control Purchase Date (the “90% Redemption Right ”).

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• (c) Upon receipt of notice that the Corporation has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Series 2 Debentures, the Trustee shall promptly provide written notice to each Debentureholder that did not previously accept the Change of Control Offer that:

• (i) the Corporation has exercised the 90% Redemption Right and is purchasing all outstanding Series 2 Debentures effective on the expiry of the Change of Control Offer at the Offer Price, and shall include a calculation of the amount payable to such holder as payment of the Offer Price as at the Change of Control Purchase Date;

• (ii) each such holder must transfer their Series 2 Debentures to the Trustee on the same terms as those holders that accepted the Change of Control Offer and must send their respective Series 2 Debentures, duly endorsed for transfer, to the Trustee within 10 days after receipt of such notice; and

• (iii) the rights of such holder under the terms of the Series 2 Debentures and this Second Supplemental Debenture Indenture cease effective as of the date of expiry of the Change of Control Offer provided the Corporation has, on or before the time of notifying the Trustee of the exercise of the 90% Redemption Right, paid the Offer Price to, or to the order of, the Trustee and thereafter the Series 2 Debentures shall not be considered to be outstanding and the holder shall not have any right except to receive such holder’s Offer Price upon surrender and delivery of such holder’s Series 2 Debentures in accordance with the Indenture.

• (d) The Corporation shall, on or before 11:00 a.m. (Vancouver time) on the Business Day immediately prior to the Change of Control Purchase Date, deposit with the Trustee or any paying agent to the order of the Trustee, such sums of money as may be sufficient to pay the Offer Price of the Series 2 Debentures to be purchased or redeemed by the Corporation on the Change of Control Purchase Date (less any tax required by law to be deducted in respect of accrued and unpaid interest), provided the Corporation may elect to satisfy this requirement by providing the Trustee with a certified cheque or wire transfer for such amounts required under this clause 2.1(7)(d) post-dated to the date of expiry of the Change of Control Offer. The Corporation shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such purchase. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid to the holders of such Series 2 Debentures, the Offer Price to which they are entitled (less any tax required by law to be deducted in respect of accrued and unpaid interest) on the Corporation’s purchase.

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• (e) In the event that one or more of such Series 2 Debentures being purchased in accordance with this subsection 2.1(7) becomes subject to purchase in part only, upon surrender of such Series 2 Debentures for payment of the Offer Price, the Corporation shall execute and the Trustee shall certify and deliver without charge to the holder thereof or upon the holder’s order, one or more new Series 2 Debentures for the portion of the principal amount of the Series 2 Debentures not purchased.

• (f) Series 2 Debentures for which holders have accepted the Change of Control Offer and Series 2 Debentures which the Corporation has elected to redeem in accordance with this subsection 2.1(7) shall become due and payable at the Offer Price on the Change of Control Purchase Date, in the same manner and with the same effect as if it were the date of maturity specified in such Series 2 Debentures, anything therein or herein to the contrary notwithstanding, and from and after the Change of Control Purchase Date, if the money necessary to purchase or redeem, or the Common Shares necessary to purchase or redeem, the Series 2 Debentures shall have been deposited as provided in this subsection 2.1(7) and affidavits or other proofs satisfactory to the Trustee as to the publication and/or mailing of such notices shall have been lodged with it, interest on the Series 2 Debentures shall cease. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

• (g) In case the holder of any Series 2 Debenture to be purchased or redeemed in accordance with this subsection 2.1(7) shall fail on or before the Change of Control Purchase Date to so surrender such holder’s Series 2 Debenture or shall not within such time accept payment of the monies payable, to take delivery of certificates representing such Common Shares issuable in respect thereof, or give such receipt therefor, if any, as the Trustee may require, such monies may be set aside in trust, or such certificates may be held in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Debentureholder of the sum or the Common Shares so set aside and the Debentureholder shall have no other right except to receive payment of the monies so paid and deposited, or take delivery of the certificates so deposited, or both, upon surrender and delivery of such holder’s Series 2 Debenture. In the event that any money or certificates representing Common Shares required to be deposited hereunder with the Trustee or any depository or paying agent on account of principal, premium, if any, or interest, if any, on Series 2 Debentures issued hereunder shall remain so deposited for a period of six years from the Change of Control Purchase Date, then such monies, or certificates representing Common Shares, together with any accumulated interest thereon, or any distributions paid thereon, shall at the end of such period be paid over or delivered over by the Trustee or such depository or

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paying agent to the Corporation and the Trustee shall not be responsible to Debentureholders for any amounts owing to them.

• (h) Subject to the provisions above related to Series 2 Debentures purchased in part, all Series 2 Debentures redeemed and paid under this subsection 2.1(7) shall forthwith be delivered to the Trustee and cancelled and no Series 2 Debentures shall be issued in substitution therefor.

ARTICLE 3 MISCELLANEOUS

3.1 Effective Date

The establishment of the Series 2 Debentures as set out in this Second Supplemental Indenture shall take effect as of the Effective Date and shall have no effect on the currently issued and outstanding Initial Debentures.

3.2 Original Indenture

The Original Indenture, as amended by this Second Supplemental Indenture, continues in full force and effect.

3.3 Governing Law

This Second Supplemental Indenture shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated, in all respects, as a British Columbia contract.

3.4 Counterparts

This Second Supplemental Indenture may be executed and delivered by facsimile or other electronic means and in counterparts, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

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Jennifer Wong Manager, Corporate Trust

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Justin Livingstone Corporate Trust Officer, Corporate Trust

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SCHEDULE “A”

FORM OF DEBENTURE

[SERIES 2 DEBENTURES LEGEND]

(INSERT IF BEING ISSUED TO CDS) THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST INDENTURE DATED AS OF JUNE 30, 2021, AS SUPPLEMENTED BY A FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 27, 2021, AND AS FURTHER SUPPLEMENTED BY A SECOND SUPPLEMENTAL INDENTURE DATED AS OF THE 23[rd] DAY OF NOVEMBER, 2021 BETWEEN WILDPACK BEVERAGE INC AND COMPUTERSHARE TRUST COMPANY OF CANADA (COLLECTIVELY, THE “ INDENTURE ”). EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“ CDS ”) TO WILDPACK BEVERAGE INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

For all Series 2 Debentures include the following legend until such time as it is no longer required in accordance with applicable Canadian securities laws and TSX Venture Exchange policies :

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 24, 2022.

(INSERT IF APPLICABLE ) WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES

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REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL MARCH 24, 2022.

[U.S. LEGEND (RULE 506) –– TO BE INCLUDED ON ALL SERIES 2 DEBENTURES ISSUED TO U.S. PERSONS OR IN THE UNITED STATES PURSUANT TO RULE 506.]

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ U.S. SECURITIES ACT ”), OR UNDER ANY STATE SECURITIES LAWS OR REGULATIONS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON THE CONVERSION THEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.].

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CUSIP: 96812YAB7 ISIN: CA96812YAB70

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WILDPACK BEVERAGE INC.

(A corporation existing under the laws of British Columbia)

8.0% SENIOR UNSECURED CONVERTIBLE SUBORDINATED DEBENTURE

DUE NOVEMBER 23, 2025

Wildpack Beverage Inc. (the “ Corporation ”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Debenture Indenture dated as of June 30, 2021 between the Corporation and Computershare Trust Company of Canada (the “ Trustee ”), as supplemented by a first supplemental indenture among the Corporation and the Trustee, dated as of August 27, 2021 and as further supplemented by a second supplemental indenture among the Corporation and the Trustee, dated as of November 23, 2021 (collectively, the “ Indenture ”), promises to pay to the registered holder hereof on November 23, 2025 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “ Maturity Date ”) the principal amount hereof in lawful money of Canada on presentation and surrender of this Series 2 Debenture at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from, and including, the date hereof, or from the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, at the rate of 8.0% per annum (based on a year of 360 days comprised of twelve 30-day months), in like money, in arrears, in equal quarterly instalments (with the exception of the first interest payment which will include interest from the date hereof until December 31, 2021 and in each case less any tax required by law to be deducted), as set forth below, payable on the last day of March, June, September and December in each year commencing on December 31, 2021 and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date or the earlier date of redemption, repayment or conversion) to fall due on the Maturity Date or the earlier date of redemption, repayment or conversion and, should the Corporation at any time make default in the payment of any principal, premium, if any, or interest, to pay interest on the amount in default at the same rate, in like money and on the same dates. For certainty, the first interest payment will include interest accrued from the date hereof to December 31, 2021.

This Series 2 Debenture is one of the 8.0% Unsecured Convertible Debentures (referred to herein as the “ Series 2 Debentures ”) of the Corporation issued or issuable in one or more series under the provisions of the Indenture. The Series 2 Debentures authorized for issue immediately are limited to an aggregate principal amount of $23,000,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Series 2 Debentures are or are to be issued and held and the rights and remedies of the

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holders of the Series 2 Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Series 2 Debenture by acceptance hereof assents.

The Series 2 Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.

On or after the date hereof, any part, being $1,000 or an integral multiple thereof, of the principal of this Series 2 Debenture, provided that the principal amount of this Series 2 Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Series 2 Debenture at the principal office of the Trustee in Vancouver, British Columbia, at any time prior to the close of business on the Maturity Date or the Redemption Date or, if called for repurchase pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into common shares of the Corporation (the “ Common Shares ”) (without adjustment for interest accrued hereon or for dividends or distributions on Common Shares issuable upon conversion) at a conversion price of $1.51 (the “ Conversion Price ”) per Common Share, being a rate of approximately 662 Common Shares for each $1,000 principal amount of Series 2 Debentures, all subject to the terms and conditions and in the manner set forth in the Indenture. No Series 2 Debentures may be converted during the five Business Days preceding each of the last days of March, June, September and December in each year, commencing December 31, 2021, as the registers of the Trustee will be closed during such periods. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the market price of such fractional interest determined in accordance with the Indenture. Holders converting their Debentures will receive accrued and unpaid interest thereon. If a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the person or persons entitled to receive Common Shares in respect of the Debentures so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date and, for clarity, any interest payable on such Debentures will be for the account of the holder of record of such Debentures at the close of business on the relevant record date.

This Series 2 Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture and herein provided that this Series 2 Debenture is not redeemable before November 23, 2024 (except in limited circumstances following a Change of Control as provided in the Indenture). On or after November 23, 2024 and prior to the Maturity Date, the Series 2 Debentures may be redeemed in whole or in part at the option of the Corporation on notice as provided in the Indenture at the redemption price equal to 110% of the principal amount of the Series 2 Debentures plus accrued and unpaid interest thereon that would otherwise be payable to the holders of the Series 2 Debentures from the date of such redemption until the Maturity Date (the “ Redemption Price ”).

Subject to the provisions in the Indenture and without further action on the part of the Registered Holder, if prior to the Maturity Date, the volume weighted average price of the Common Shares

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on the TSX Venture Exchange (or such other Canadian stock exchange on which the Common Shares are listed for trading) for the immediately preceding 20 consecutive trading days exceeds $2.19, as adjusted in accordance with the Indenture (the “ Forced Conversion Threshold ”), the Corporation may deliver a written notice (the “ Forced Conversion Notice ”) to the Trustee in accordance with the Indenture and to the Registered Holder by way of news release to cause the Registered Holder to convert all but not less than the principal amount of the Debentures (less any tax required by law to be deducted or withheld) into that number of Common Shares of the Corporation equal to the principal amount of the Debentures (less any tax required by law to be deducted or withheld) to the date of such forced conversion plus, if applicable, accrued but unpaid interest to the date of such forced conversion and any Make-Whole Payment (less any tax required by law to be deducted or withheld) divided by the Conversion Price.

In accordance with the policies of the TSXV, within 10 Business Days of the Forced Conversion Threshold being achieved, the Corporation must: (i) determine whether it will exercise its right to force conversion of the principal amount of the Debenture as outlined herein (the “ Forced Conversion Right ”); (ii) provide the Forced Conversion Notice as outlined herein and in accordance with Section 13.3 of the Indenture; and (iii) disseminate a news release disclosing the decision to exercise the Forced Conversion Right.

In the event of a forced conversion prior to the 4-year Anniversary, in addition to any unpaid and accrued interest, the Registered Holder shall be entitled to an amount equal to interest that would otherwise be payable from the time of the forced conversion until the 4-year Anniversary (the “ Make-Whole Payment ”). In the event of a forced conversion, any accrued and unpaid interest will be paid in cash, however any Make-Whole Payment, may, at the option of the Corporation, be repaid in cash or satisfied by the issuance of Common Shares based on the 10-day VWAP (subject to the approval of the TSXV).

The effective date for the forced conversion (the “ Forced Conversion Date ”) shall be: (a) the date stipulated in the Forced Conversion Notice, provided that such date must be at least 30 days following the date of the Forced Conversion Notice; or (b) if no date is so stipulated in the Forced Conversion Notice, the date that is 30 days following the date of such Forced Conversion Notice, and upon such Forced Conversion Date: (i) all of the principal amount of the Debentures (less any tax required by law to be deducted or withheld) shall be deemed to be converted into Common Shares at the then applicable Conversion Price; (ii) the amount of any accrued and unpaid interest and any Make-Whole Payment shall be satisfied through cash payment (for greater certainty, the Make-Whole Payment may at the option of the Corporation, be repaid in cash or satisfied by the issuance of Common Shares based on the 10-day VWAP (subject to the approval of the TSXV)); and (iii) the registered holder shall be entered in the books of the Corporation as at the Forced Conversion Date as the holder of the number of Common Shares, as applicable, into which the Debentures are convertible. In the event that the Corporation delivers a Forced Conversion Notice, upon surrender of this Series 2 Debenture to the Trustee, the Corporation shall deliver certificates for the Common Shares into which the Debentures have been converted.

This Series 2 Debenture may be redeemed at the option of the Corporation on the terms and conditions set out in the Indenture. On and after the date hereof and prior to the Maturity Date,

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the Debentures may be redeemed in whole or in part at the option of the Corporation at the applicable redemption amount plus accrued and unpaid interest.

Not less than 45 days prior to the consummation of: (i) any event as a result of or following which any person, or persons acting jointly or in concert directly or indirectly within the meaning of applicable securities legislation, beneficially owns or exercises control or direction over an aggregate of more than 50% of the outstanding Common Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation, unless the holders of voting securities of the Corporation immediately prior to such sale, merger, reorganization or other similar transaction hold securities representing 50% or more of the voting control or direction in the Corporation or the successor entity upon completion of such merged, reorganized or other continuing entity (collectively, a “ Change of Control ”), the Corporation shall notify the holders of the Series 2 Debentures of the Change of Control, and the holders of the Series 2 Debentures shall, in their sole discretion, have the right to require the Corporation to, either: (i) purchase the Debentures at 101% of the principal amount thereof plus unpaid interest to the Maturity Date; or (ii) convert the Debentures at the Conversion Price (the “ Change of Control Offer ”). If 90% or more of the principal amount of all Debentures outstanding on the date the Corporation provides notice of a Change of Control to the Trustee have been tendered for purchase pursuant to the Change of Control Offer, the Corporation has the right to redeem all the remaining outstanding Series 2 Debentures on the same date and at the same price.

If an offer is made for the Series 2 Debentures which is a take-over bid for the Series 2 Debentures within the meaning of applicable Canadian securities laws and 90% or more of the principal amount of all the Series 2 Debentures (other than Series 2 Debentures held at the date of the offer by or on behalf of the Offeror, associates or affiliates of the Offeror or anyone acting jointly or in concert with the Offeror) are taken up and paid for by the Offeror, the Offeror will be entitled to acquire the Series 2 Debentures of those holders who did not accept the offer on the same terms as the Offeror acquired the first 90% of the principal amount of the Series 2 Debentures.

The indebtedness evidenced by this Series 2 Debenture, and by all other Series 2 Debentures now or hereafter certified and delivered under the Indenture, is a direct unsecured obligation of the Corporation, and is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

This Series 2 Debenture and the Common Shares issuable upon conversion hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States. This Series 2 Debenture may not be converted by or for the account or benefit of a U.S. Person or a person in the United States absent an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, this Series 2 Debenture and the underlying Common Shares may only be offered and sold to a U.S. Person or a person in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “ U.S. Person ” and “ United States ” are as defined in Regulation S under the U.S. Securities Act.

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The Indenture contains provisions binding upon all holders of Series 2 Debentures outstanding thereunder (or in certain circumstances specific series of Series 2 Debentures) resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Series 2 Debentures outstanding (or specific series), which resolutions or instruments may have the effect of amending the terms of this Series 2 Debenture or the Indenture.

The Indenture contains provisions disclaiming any personal liability on the part of holders of Common Shares and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Series 2 Debenture.

This Series 2 Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Vancouver and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Series 2 Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Series 2 Debenture for cancellation. Thereupon a new Series 2 Debenture or Series 2 Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.

This Series 2 Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

Capitalized words or expressions used in this Series 2 Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Series 2 Debenture and the Indenture, the terms of the Indenture shall govern.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF the Corporation has caused this Debenture to be signed by its authorized representatives as of [ ].

WILDPACK BEVERAGE INC.

By:

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TRUSTEE’S CERTIFICATE

This Series 2 Debenture is one of the 8.0% Unsecured Convertible Debentures due November 23, 2025 referred to in the Indenture within mentioned.

Dated:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Name: Title:

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REGISTRATION PANEL

(No writing hereon except by Trustee or other registrar)

Date of Registration In Whose Name Registered Signature of Trustee or Registrar

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FORM OF ASSIGNMENT

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto ___, whose address and social insurance number, if applicable, are set forth below, this Series 2 Debenture (or $ principal amount hereof[] ) of [ ]* standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Series 2 Debenture and does hereby irrevocably authorize and direct the Trustee to transfer such Series 2 Debenture in such register, with full power of substitution in the premises.

Dated:

Address of Transferee:

(Street Address, City, Province and Postal Code)

Social Insurance Number of Transferee, if applicable:

*If less than the full principal amount of the within Series 2 Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold a Series 2 Debenture in a non-integral multiple of $1,000 by reason of your having exercised your right to exchange upon the making of a Change of Control Offer, in which case such Series 2 Debenture is transferable only in its entirety) to be transferred.

Check if the undersigned Transferor is a U.S. Purchaser that acquired Series 2 Debentures under the Offering as “restricted securities” and which are represented by one or more Debenture Certificate endorsed with a U.S. Legend. IF THIS BOX IS CHECKED, THE TRANSFEROR MUST COMPLETE AND DELIVER A CERTIFICATE OF TRANSFER SUBSTANTIALLY AS SET FORTH IN SCHEDULE D TO THE INDENTURE.

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift ownership)

Estate Private Sale Other (or no change in

Date of Event (Date of gift, death or sale):

==> picture [159 x 31] intentionally omitted <==

Value per Debenture on the date of event:

==> picture [135 x 31] intentionally omitted <==

CAD OR USD

1. The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any

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change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

1. The registered holder of this Series 2 Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.

Signature of Guarantor:

Authorized Officer

Signature of transferring registered holder

Name of Institution

SCHEDULE “B” FORM OF NOTICE OF CONVERSION

CONVERSION NOTICE

To: WILDPACK BEVERAGE INC. (the “ Corporation ”)

Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.

The undersigned registered holder of 8.0% Unsecured Convertible Debentures irrevocably elects to convert such Debentures (or $ principal amount thereof[*] ) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures and directs that the Common Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned and the Form of Assignment must be completed and delivered in respect of such other person).

Check if the undersigned registered holder is a U.S. Purchaser that acquired Initial Debentures under the Offering as “restricted securities” and which have been included in the Unrestricted Debenture against execution and delivery by the Transferor of a U.S. Purchaser Letter substantially as set forth in Schedule F to the Indenture. IF THIS BOX IS CHECKED, THE UNDERSIGNED REGISTERED HOLDER ACKNOWLEDGES AND AGREES THAT IT CONTINUES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THE U.S. PURCHASER LETTER.

Dated:

(Signature of Registered Holder)

• If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).

NOTE: If Common Shares are to be issued in the name of a person other than the holder, the signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

(Print name in which Common Shares are to be issued, delivered and registered)

Name:

Address

(City, Province and Postal Code)

Name of guarantor:

Authorized signature:

SCHEDULE “C”

[U.S. LEGEND (RULE 506) –– TO BE INCLUDED ON ALL SERIES 2 DEBENTURES ISSUED TO U.S. PERSONS OR IN THE UNITED STATES PURSUANT TO RULE 506.]

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ U.S. SECURITIES ACT ”), OR UNDER ANY STATE SECURITIES LAWS OR REGULATIONS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON THE CONVERSION THEREOF MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.