FLORA GROWTH CORP.
AND
TSX TRUST COMPANY
SECOND SUPPLEMENTAL INDENTURE
to the Warrant Indenture dated January 20, 2020, as supplemented by a first Supplemental Indenture dated March 30, 2021
Effective July 22, 2021
THIS SECOND SUPPLEMENTAL INDENTURE made effective as
of the 22nd day of July, 2021.
BETWEEN:
FLORA GROWTH CORP.
a corporation existing under the laws of the Province of Ontario (hereinafter called the "Corporation")
AND:
TSX TRUST COMPANY,
a trust company existing under the federal laws of the Canada (hereinafter referred to as the “Warrant Agent”)
WHEREAS the Corporation and the Warrant Agent
executed a warrant indenture dated January 20, 2020 (the “Initial Indenture”) providing for the issue up to 20,000,000 common share purchase
warrants of the Corporation (the “Warrants”), as supplemented by a supplemental indenture dated March 30, 2021 (together with the Initial
Indenture, the “Indenture”);
AND WHEREAS, pursuant to Sections 8.1(f) and 8.1(g)
of the Indenture, the Corporation and the Warrant Agent may, in certain circumstances as set out therein, execute a supplemental indenture (the “Second Supplemental Indenture”) for the purpose of modifying the provisions of the Indenture;
AND WHEREAS the Corporation wishes to amend the
Indenture pursuant to this Second Supplemental Indenture to extend the expiry date of the Warrants by three months (the “Extension”) and to reflect
certain changes to the Warrant exercise procedure provided for in Section 3.2 of the Indenture;
AND WHEREAS, in accordance with Section 8.1(g) of
the Indenture, the Corporation has determined that the Extension in no way prejudices any of the rights of the Warrantholders or of the Warrant Agent;
AND WHEREAS it is necessary and in the best
interests of the Corporation to enter into this Second Supplemental Indenture to evidence the amendments contemplated hereby;
AND WHEREAS all necessary resolutions have been
passed to authorize the Corporation to authorize the execution and delivery of this Second Supplemental Indenture by the Corporation and to make the same effective and binding upon the Corporation;
AND WHEREAS the foregoing recitals are made as
representations and statements of fact by the Corporation and not by the Warrant Agent.
NOW THEREFORE it is hereby covenanted, agreed and declared as follows.
ARTICLE 1
INTERPRETATION
Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meaning of the definitions set out in the Indenture, unless
there is something in the subject matter or context inconsistent therewith. In the event of any inconsistency between the terms in the Indenture and this Second Supplemental Indenture, the terms in this Second Supplemental Indenture shall prevail.
In this Second Supplemental Indenture:
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(a) |
words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa; and
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(b) |
words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of
their context or the words or phrases which precede or succeed them.
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This Second Supplemental Indenture shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and
shall be treated in all respects as Ontario contracts.
Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without
invalidating the remaining provisions hereof.
ARTICLE 2
AMENDMENTS
Effective as of the date hereof, the Indenture is amended as follows:
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2.1 |
The definition of “Expiry Date” in Section 1.1 of the Indenture shall be deleted in its entirety and replaced with the following:
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“Expiry Date”, for a particular Warrant, means such date as is twenty-one months from the particular Issue Date of such Warrant;
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2.2 |
Section 3.2(12) of the Indenture shall be inserted as follows:
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Notwithstanding the above, Warrantholders who choose to exercise Warrants evidenced by DRS Advice through the online portal created and
managed by the Corporation (the “Platform”) will be deemed to have validly exercised such Warrants upon confirmation of the Corporation that such Warrantholders have completed the Exercise Notice form by following the steps set out on the Platform
(the “Steps”). The Corporation shall, as soon as practicable following (i) completion by a Warrantholder of the Exercise Notice form and (ii) receipt by the Corporation of the aggregate Exercise Price, deliver to the Warrant Agent, and the Warrant
Agent shall act and rely upon, (i) a PDF copy of the corresponding Exercise Notice form and (ii) an Excel spreadsheet listing the holders who have exercised Warrants through the Platform (together, the “Platform Exercise Materials”). The Excel
spreadsheet shall include the relevant details necessary for the Warrant Agent to carry out the exercise processing procedures for such exercises of Warrants (i.e., name of Warrantholder, the number of Warrants being exercised; the Expiry Date of the
Warrants being exercised; the registered address of the Warrantholder, the email address of the Warrantholder, and the date that the exercise of the Warrant was deemed to be validly accepted by the Corporation).
Promptly following receipt of the Platform Exercise Materials, the Warrant Agent will process the Warrant exercises in accordance with
this Section 3.2. Where the Platform Exercise Materials fail to include sufficient information for the Warrant Agent to process the Warrant exercises, the Warrant Agent will promptly notify the Corporation of such deficiencies with reasonable detail
so that the effected Warrantholder can be contacted to remedy said deficiency.
Once the Warrant Agent has completed the Warrant exercise process for a Warrant pursuant to this Section 3.2(12), the Warrant Agent
will promptly deliver to the Corporation a funding letter and an Excel spreadsheet containing the information of the Warrantholders (i.e., name of Warrantholder, the number of Warrants being exercised; the Expiry Date of the Warrants being exercised;
the registered address of the Warrantholder, the email address of the Warrantholder, and the date that the exercise of the Warrant was deemed to be validly accepted by the Corporation) whose exercises have been duly processed.
ARTICLE 3
INDENTURE SUPPLEMENTAL TO PRINCIPAL INDENTURE
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3.1 |
Supplemental Indenture
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This Second Supplemental Indenture is supplemental
to the Indenture and the Warrants issued thereunder shall henceforth be read in conjunction with this Second Supplemental Indenture. The Indenture and this Second Supplemental Indenture shall henceforth have effect, so far as practicable, as if all the provisions of the Indenture and of this Second Supplemental
Indenture were contained in one instrument.
ARTICLE 4
CONFIRMATION OF INDENTURE
The Indenture as supplemented by this Second Supplemental
Indenture is in all respects confirmed.
ARTICLE 5
ACCEPTANCE OF TERMS BY WARRANT AGENT
The Warrant Agent hereby accepts the terms in this Second Supplemental
Indenture declared and created and agrees to perform the same upon the terms and conditions hereinbefore set forth but subject to the provisions of the Indenture.
ARTICLE 6
EXECUTION AND FORMAL DATE
This Second Supplemental Indenture may be simultaneously executed in several counterparts, each of which so executed shall be deemed to be an original and
such counterparts together shall constitute one and the same instrument. Delivery of an executed copy of the Second Supplemental Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed
copy will be deemed to be execution and delivery of a facsimile or PDF copy of this Second Supplemental Indenture and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement
as of the date hereof.
For the purpose of convenience this Second Supplemental Indenture may be referred to as bearing the formal date of July 22, 2021 irrespective of the actual
date of execution hereof.
[Signature page follows.]
IN WITNESS whereof the parties hereto have executed
these presents under the hands of their proper officers in that behalf.
FLORA GROWTH CORP.
By: (signed) “Luis Merchan”
Authorized Signatory
TSX TRUST COMPANY
By: (signed) “Brett Higgs”
Authorized Signatory
By: (signed) “Donald Crawford”
Authorized Signatory
