Exhibit 4.3


  


Certain identified information has been excluded from the exhibit
pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***.

 


 





CHARLOTTE’S
WEB HOLDINGS, INC.


 


as
the Corporation


 


and


 


ODYSSEY
TRUST COMPANY


 


as
the Warrant Agent


 


	WARRANT
    INDENTURE

    Providing for the Issue of Warrants


 


Dated
as of June 18, 2020


 






    


     


    

 





TABLE
OF CONTENTS


 


	Article
    1 INTERPRETATION	1




 


	 	1.1	Definitions	1
	 	1.2	Gender
    and Number	5
	 	1.3	Headings,
    Etc.	5
	 	1.4	Day
    not a Business Day	5
	 	1.5	Time
    of the Essence	5
	 	1.6	Monetary
    References	6
	 	1.7	Applicable
    Law	6






 


	Article
    2 ISSUE OF WARRANTS	6




 


	 	2.1	Creation
    and Issue of Warrants	6
	 	2.2	Terms
    of Warrants	6
	 	2.3	Warrantholder
    not a Shareholder	7
	 	2.4	Warrants
    to Rank Pari Passu	7
	 	2.5	Form
    of Warrants, Certificated Warrants	7
	 	2.6	Uncertificated
    and Book Entry Only Warrants	7
	 	2.7	Warrant
    Certificate	9
	 	2.8	Legends	10
	 	2.9	Register
    of Warrants	12
	 	2.10	Issue
    in Substitution for Warrant Certificates Lost, etc.	13
	 	2.11	Exchange
    of Warrant Certificates	13
	 	2.12	Transfer
    and Ownership of Warrants	14
	 	2.13	Cancellation
    of Surrendered Warrants	15






 


	Article
    3 EXERCISE OF WARRANTS	15




 


	 	3.1	Right
    of Exercise	15
	 	3.2	Warrant
    Exercise	15
	 	3.3	U.S.
    Restrictions	18
	 	3.4	Transfer
    Fees and Taxes	19
	 	3.5	Warrant
    Agency	19
	 	3.6	Effect
    of Exercise of Warrant Certificates	19
	 	3.7	Partial
    Exercise of Warrants; Fractions	20
	 	3.8	Expiration
    of Warrants	20
	 	3.9	Accounting
    and Recording	20
	 	3.10	Securities
    Restrictions	20






 


	Article
    4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE	21




 


	 	4.1	Adjustment
    of Number of Common Shares and Exercise Price	21
	 	4.2	Entitlement
    to Common Shares on Exercise of Warrant	25
	 	4.3	No
    Adjustment for Certain Transactions	25
	 	4.4	Determination
    by Independent Firm	25
	 	4.5	Proceedings
    Prior to any Action Requiring Adjustment	25
	 	4.6	Certificate
    of Adjustment	25
	 	4.7	Notice
    of Special Matters	26






 






    


     


    

 





	 	4.8	No
    Action after Notice	26
	 	4.9	Other
    Action	26
	 	4.10	Protection
    of Warrant Agent	26
	 	4.11	Participation
    by Warrantholder	26






 


	Article
    5 RIGHTS OF THE CORPORATION AND COVENANTS	27




 


	 	5.1	Optional
    Purchases by the Corporation	27
	 	5.2	General
    Covenants	27
	 	5.3	Warrant
    Agent’s Remuneration and Expenses	28
	 	5.4	Performance
    of Covenants by Warrant Agent	28
	 	5.5	Enforceability
    of Warrants	28






 


	Article
    6 ENFORCEMENT	29




 


	 	6.1	Suits
    by Warrantholders	29
	 	6.2	Suits
    by the Corporation	29
	 	6.3	Immunity
    of Shareholders, etc.	29
	 	6.4	Waiver
    of Default	29






 


	Article
    7 MEETINGS OF WARRANTHOLDERS	30




 


	 	7.1	Right
    to Convene Meetings	30
	 	7.2	Notice	30
	 	7.3	Chairperson	30
	 	7.4	Quorum	30
	 	7.5	Power
    to Adjourn	31
	 	7.6	Show
    of Hands	31
	 	7.7	Poll
    and Voting	31
	 	7.8	Regulations	31
	 	7.9	Corporation
    and Warrant Agent May be Represented	31
	 	7.10	Powers
    Exercisable by Extraordinary Resolution	32
	 	7.11	Meaning
    of Extraordinary Resolution	32
	 	7.12	Powers
    Cumulative	33
	 	7.13	Minutes	33
	 	7.14	Instruments
    in Writing	33
	 	7.15	Binding
    Effect of Resolutions	34
	 	7.16	Holdings
    by Corporation Disregarded	34






 


	Article
    8 SUPPLEMENTAL INDENTURES	34




 


	 	8.1	Provision
    for Supplemental Indentures for Certain Purposes	34
	 	8.2	Successor
    Entities	35






 


	Article
    9 CONCERNING THE WARRANT AGENT	35




 


	 	9.1	Indenture
    Legislation	35
	 	9.2	Rights
    and Duties of Warrant Agent	35
	 	9.3	Evidence,
    Experts and Advisers	36
	 	9.4	Documents,
    Monies, etc. Held by Warrant Agent	36
	 	9.5	Actions
    by Warrant Agent to Protect Interest	37
	 	9.6	Warrant
    Agent Not Required to Give Security	37






 






    


     


    

 





	 	9.7	Protection
    of Warrant Agent	37
	 	9.8	Replacement
    of Warrant Agent; Successor by Merger	38
	 	9.9	Conflict
    of Interest	39
	 	9.10	Acceptance
    of Agency	39
	 	9.11	Warrant
    Agent Not to be Appointed Receiver	39
	 	9.12	Authorization
    to Carry on Business	39
	 	9.13	Warrant
    Agent Not Required to Give Notice of Default	40
	 	9.14	Anti-Money
    Laundering	40
	 	9.15	Compliance
    with Privacy Code	40
	 	9.16	Securities
    Exchange Commission Certification	41






 


	Article
    10 GENERAL	41




 


	 	10.1	Notice
    to the Corporation and the Warrant Agent	41
	 	10.2	Notice
    to Warrantholders	42
	 	10.3	Ownership
    of Warrants	42
	 	10.4	Counterparts
    and Electronic Means	43
	 	10.5	Satisfaction
    and Discharge of Indenture	43
	 	10.6	Provisions
    of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders	43
	 	10.7	Warrants
    Owned by the Corporation - Certificate to be Provided	43
	 	10.8	Severability	44
	 	10.9	Force
    Majeure	44
	 	10.10	Assignment,
    Successors and Assigns	44
	 	10.11	Rights
    of Rescission and Withdrawal for Holders	44






 


Schedule "A"
FORM OF WARRANT


 


Schedule "B"
EXERCISE FORM


 


Schedule "C"
FORM OF DECLARATION FOR REMOVAL OF LEGEND


 






    


     


    

 





WARRANT
INDENTURE


 


THIS
WARRANT INDENTURE is dated as of June 18, 2020.


 


BETWEEN:


 


CHARLOTTE’S
WEB HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (the “Corporation”),


 


-
and -


 


ODYSSEY
TRUST COMPANY, a trust company incorporated under the laws of Alberta and registered to carry on business in the Provinces of British
Columbia and Alberta (the “Warrant Agent”)


 


WHEREAS,
in connection with a prospectus offering of Units by the Corporation, the Corporation is proposing to issue up to 5,750,000 common share
purchase Warrants pursuant to this Indenture;


 


AND
WHEREAS, pursuant to this Indenture, each Warrant shall, subject to adjustment as described herein, entitle the holder thereof to
acquire one (1) Common Share upon payment of the Exercise Price prior to the Expiry Time, upon the terms and conditions herein set forth;


 


AND
WHEREAS, all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this
Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;


 


AND
WHEREAS, the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent.


 


NOW
THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold
the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants
issued pursuant to this Indenture and the parties hereto agree as follows:


 


Article
1

INTERPRETATION


 


		1.1	Definitions.



 


In
this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:


 


‎“Accredited
Investor” means an “accredited investor” within the meaning of Rule ‎‎501(a) of Regulation D;‎


 


“Adjustment
Period” means the period from the Effective Date up to and including the Expiry Time;


 


“Applicable
Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute,
relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that
such provisions are at the time in force and applicable to this Indenture;


 






     


    - 2 -


    

 





“Applicable
Securities Legislation”
means applicable securities laws (including rules, regulations, policies and instruments) in each of the applicable provinces
and territories of Canada;


 


“Auditors”
means Ernst & Young LLP or such other firm of chartered professional accountants duly appointed as auditors of the Corporation, from
time to time;


 


“Authenticated”
means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated
by manual signature of an authorized signatory of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant,
one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant
as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating”
and “Authentication” have the appropriate correlative meanings;


 


“beneficial
owner” means a person that has a beneficial interest in a Warrant;


 


“Book
Entry Only Participants” or “Participants” means institutions that participate directly or indirectly in
the Depository’s book entry registration system for the Warrants;


 


“Book
Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository and includes any other form
of Uncertificated Warrant;


 


“Business
Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open
for business in the City of Calgary, Alberta, and shall be a day on which the TSX is open for trading;


 


“CDS
Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the
Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;


 


“Certificated
Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A” attached
hereto;


 


“Common
Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently
constituted, and includes Warrant Shares;


 


“Confirmation”
has the meaning ascribed thereto in Section 3.2(d) of this Indenture;


 


“Corporation”
means Charlotte’s Web Holdings, Inc. or any successor entity thereto;


 


“Counsel”
means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation
and acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;


 


“Current
Market Price” of the Common Shares at any date means the volume weighted average of the trading price per Common Share for
such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to
such date on the TSX or if on such date the Common Shares are not listed on the TSX, on such stock exchange upon which such Common Shares
are listed and as selected by the directors of the Corporation, or, if such Common Shares are not listed on any stock exchange then on
such over-the-counter market as may be selected for such purpose by the directors of the Corporation;


 


“Depository”
means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository
in respect of the Warrants;


 






     


    - 3 -


    

 





“Dividends”
means any dividends paid by the Corporation on its Common Shares;


 


“DRS”
means the Direct Registration System maintained by the Warrant Agent, in the case of the Warrants, or the Corporation’s transfer
agent, in the case the of the Common Shares;


 


“DRS
Advice” means the notification produced by the DRS system evidencing ownership of the Warrants or Common Shares, as the case
may be;


 


“Effective
Date” means the date of this Indenture;


 


“Exchange
Rate” means the number of Common Shares subject to the right of purchase under each Warrant which as of the date hereof is
one;


 


“Exercise
Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly
exercised in accordance with Article 3 hereof;


 


“Exercise
Notice” has the meaning set forth in Section 3.2(a);


 


“Exercise
Price” at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which
is initially CDN$8.50 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the
provisions of Section 4.1;


 


“Expiry
Date” means June 18, 2022;


 


“Expiry
Time” means 5:00 p.m. (Toronto Time) on the Expiry Date;


 


“Extraordinary
Resolution” has the meaning set forth in Section 7.11(a) of this Indenture;


 


“Indemnified
Parties” has the meaning ascribed thereto in Section 9.7(e) of this Indenture;


 


“Internal
Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries
in the register at any time (including without limitation, original issuance or registration of transfer of ownership), the minimum number
of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the
operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation nor issuance shall constitute
part of such procedures for any purpose of this definition;


 


“Issue
Date” means the day(s) of closing of the Offering;


 


“Offering”
has the meaning ascribed thereto in the recitals to this Indenture and includes the closing of any over-allotment granted;


 


“Original
U.S. Warrantholder” means a U.S. Warrantholder that is a Qualified Institutional Buyer and the original purchaser of the Warrants
and who delivered a properly executed U.S. Investor Letter attached as Annex A to the U.S. private placement memorandum of the Corporation
in connection with its purchase of Units pursuant to the Offering;


 


“NCI
process” refers to the issuance of Uncertificated Warrants taking the form of a CDS Global Warrant in the name of the Depositary,
by way of a non-certificated inventory issuance;


 


“person”
means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal representative
or any unincorporated organization;


 






     


    - 4 -


    

 





“Qualified
Institutional Buyer” means a “qualified institutional buyer”, as such term is defined in Rule 144A(a)(1) under
the U.S. Securities Act, that is also an Accredited Investor;


 


“register”
means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9 of this Indenture;


 


“Regulation
D” means Regulation D under the U.S. Securities Act;


 


“Regulation
S” means Regulation S under the U.S. Securities Act;


 


“SEC”
means the U.S. Securities and Exchange Commission;


 


“Shareholders”
means holders of Common Shares;


 


“successor
entity” has the meaning ascribed thereto in Section 8.2 of this Indenture;


 


“this
Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”,
 “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture,
deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection”
and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection
or paragraph of this Indenture;


 


“Trading
Day” means, with respect to the TSX, a day on which such exchange is open for the transaction of business or, with respect
to another exchange or an over-the-counter market, a day on which such exchange or market is open for the transaction of business;


 


“TSX”
means the Toronto Stock Exchange, or such other Canadian stock exchange on which the Common Shares are listed for trading from time to
time;


 


“U.S.
Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder;


 


“U.S.
Legend” has the meaning set forth in Section 2.8(a);


 


“U.S.
Person” has the meaning set forth in Rule 902(k) of Regulation S;


 


“U.S.
Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;


 


“U.S.
Warrantholder” means any (a) Warrantholder that (i) is a U.S. Person, (ii) is in the United States, (iii) received an offer
to acquire Warrants while in the United States, and/or (iv) was in the United States at the time such Warrantholder’s buy order
was made or such Warrantholder executed or delivered its purchase order for the Warrants or (b) person who acquired Warrants on behalf
of, or for the account or benefit of, any U.S. Person or any person in the United States;


 


“Uncertificated
Warrant” means any Warrant that is not a Certificated Warrant, including DRS Advices;


 


“Units”
means units of the Corporation, with each Unit consisting of one Common Share and one half of one Warrant;


 


“United
States” means the United States of America, its territories and possessions, any state of the United States, and the District
of Columbia;


 






     


    - 5 -


    

 





“Warrant
Agency” means the principal office of the Warrant Agent in the City of Calgary, Alberta or such other place as may be designated
in accordance with Section 3.5;


 


“Warrant
Agent” means Odyssey Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time;


 


“Warrant
Certificate” means a certificate, substantially in the form set forth in Schedule "A"” hereto, to evidence
those Warrants that will be evidenced by a certificate;


 


“Warrant
Shares” means Common Shares issuable upon exercise of the Warrants;


 


“Warrantholders”,
or “holders” without reference to Warrants means the persons entered in the register hereinafter mentioned as holders
of Warrants outstanding at such time;


 


“Warrantholders’
Request” means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 50%
of the aggregate number of all Warrants then-unexercised and then-outstanding, requesting the Warrant Agent to take some action or proceeding
specified therein;


 


“Warrants”
means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, which may take the form of Certificated
Warrants or Uncertificated Warrants, entitling the holder or holders thereof to purchase one (1) Common Share (subject to adjustment
as herein provided) per Warrant at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the Warrants
issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant; and


 


“written
order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation”
and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed
in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so
executed.


 


		1.2	Gender
                                            and Number.



 


Words
importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.


 


		1.3	Headings,
                                            Etc.



 


The
division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.


 


		1.4	Day
                                            not a Business Day.



 


If
any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or
notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.


 


		1.5	Time
                                            of the Essence.



 


Time
shall be of the essence of this Indenture.


 






     


    - 6 -


    

 





		1.6	Monetary
                                            References.



 


Whenever
any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.


 


		1.7	Applicable
                                            Law.



 


This
Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will
be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws applicable
therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders,
irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising
out of this Indenture and the transactions contemplated herein.


 


Article
2

ISSUE OF WARRANTS


 


		2.1	Creation
                                            and Issue of Warrants.



 


A
maximum of 5,750,000 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance
with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall issue and deliver Warrant Certificates
to Warrantholders, or no certificate for Uncertificated Warrants, 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.


 


		2.2	Terms
                                            of Warrants.



 


		(a)	Subject
                                            to the applicable conditions for exercise set out in Article 3 having been satisfied and
                                            subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder
                                            thereof, upon the exercise thereof at any time after the Issue Date and prior to the Expiry
                                            Time, to acquire one (1) Common Share upon payment to the Corporation of the Exercise Price.



 


		(b)	No
                                            fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may
                                            only be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional
                                            Warrants shall be rounded down to the nearest whole number and no consideration shall be
                                            paid for any such fractional Warrant.



 


		(c)	Each
                                            Warrant shall entitle the holder thereof to only such other rights and privileges as are
                                            set forth in this Indenture.



 


		(d)	The
                                            number of Common Shares that may be purchased pursuant to the Warrants, and the Exercise
                                            Price therefor, shall be adjusted upon the events and in the manner specified in Section
                                            4.1.



 


		(e)	Neither
                                            the Corporation nor the Warrant Agent shall have any obligation to deliver Common Shares
                                            upon the exercise of any Warrant if the person to whom such shares are to be delivered is
                                            a resident of a country or political subdivision thereof in which the Warrant Shares may
                                            not lawfully be issued pursuant to Application Legislation. The Corporation or the Warrant
                                            Agent may require any person to provide proof of an applicable exemption from Application
                                            Legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant
                                            to the exercise of any Warrant.



 






     


    - 7 -


    

 





		2.3	Warrantholder
                                            not a Shareholder.



 


Except
as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant
or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder,
including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings
of the Corporation, or the right to Dividends and other allocations.


 


		2.4	Warrants
                                            to Rank Pari Passu.



 


All
Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.


 


		2.5	Form
                                            of Warrants, Certificated Warrants.



 


		(a)	The
                                            Warrants may be issued in both certificated and uncertificated form. Each Warrant issued
                                            to, or for the account for benefit of, a U.S. Warrantholder (other than an Original U.S.
                                            Warrantholder), and each Warrant in exchange or substitution therefor, will be evidenced
                                            by a Warrant Certificate or DRS Advice that bears the U.S. Legend. All Warrants issued in
                                            certificated form shall be evidenced by a Warrant Certificate (including all replacements
                                            issued in accordance with this Indenture), substantially in the form set out in Schedule
                                            “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing
                                            letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe,
                                            and shall be issuable in any denomination excluding fractions; provided that any Warrant
                                            issued to an Original U.S. Warrantholder may be issued in certificated form or uncertificated
                                            form, in each case as part of the Warrants issued in the name of the Depository. All Warrants
                                            issued to the Depository may be in either a certificated or uncertificated form, such uncertificated
                                            form being evidenced by a book position on the register of Warrantholders to be maintained
                                            by the Warrant Agent in accordance with Section 2.9.



 


		(b)	Each
                                            Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions
                                            set forth in the form of the Warrant Certificate set out in Schedule “A” hereto
                                            shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued
                                            in certificated or uncertificated form.



 


		2.6	Uncertificated
                                            and Book Entry Only Warrants.



 


		(a)	Registration
                                            of beneficial interests in and transfers of Warrants held by the Depository shall be made
                                            only through the book entry registration system and no Warrant Certificates shall be issued
                                            in respect of such Warrants except where physical certificates evidencing ownership in such
                                            securities are required or as set out herein or as may be requested by the Depository, as
                                            determined by the Corporation, from time to time. Except as provided in this Section 2.6,
                                            owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants
                                            registered in their names and shall not receive or be entitled to receive Warrants in definitive
                                            form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding
                                            any terms set out herein, Warrants having any U.S. Legend set forth in Section 2.8 herein
                                            and held in the name of the Depository may only be held in the form of Uncertificated Warrants
                                            with the prior consent of the Warrant Agent and in accordance with the internal procedures
                                            of the Depository and the Warrant Agent.



 


		(b)	Notwithstanding
                                            any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or
                                            in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in
                                            part may be registered, in the name of any person other than the Depository for such CDS
                                            Global Warrants or a nominee thereof unless:



 






     


    - 8 -


    

 





		(i)	the
                                            Depository notifies the Corporation that it is unwilling or unable to continue to act as
                                            depository in connection with the Book Entry Only Warrants or Warrants issued under the NCI
                                            process, and the Corporation is unable to locate a qualified successor;



 


		(ii)	the
                                            Corporation determines that the Depository is no longer willing, able or qualified to discharge
                                            properly its responsibilities as holder of the CDS Global Warrants and the Corporation is
                                            unable to locate a qualified successor;



 


		(iii)	the
                                            Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository
                                            and the Corporation is unable to locate a qualified successor;



 


		(iv)	the
                                            Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants
                                            or Uncertificated Warrants utilizing the NCI process through the Depository;



 


		(v)	such
                                            right is required by applicable law, as determined by the Corporation and the Corporation’s
                                            Counsel;



 


		(vi)	the
                                            Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in
                                            which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a),
                                            if applicable); or



 


		(vii)	such
                                            registration is effected in accordance with the internal procedures of the Depository and
                                            the Warrant Agent,



 


following
which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their
nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent
of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).


 


		(c)	Subject
                                            to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that
                                            are not CDS Global Warrants may be made in whole or in part in accordance with the provisions
                                            of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS
                                            Global Warrant or any portion thereof shall be registered in such names as the Depository
                                            for such CDS Global Warrants shall direct and shall be entitled to the same benefits and
                                            subject to the same terms and conditions (except insofar as they relate specifically to CDS
                                            Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.



 


		(d)	Every
                                            Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in
                                            exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant
                                            to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a
                                            CDS Global Warrant, unless such Warrant is registered in the name of a person other than
                                            the Depository for such CDS Global Warrant or a nominee thereof.



 


		(e)	Notwithstanding
                                            anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant
                                            will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the
                                            Depository or the Corporation.



 


		(f)	The
                                            rights of beneficial owners of Warrants who hold securities entitlements in respect of the
                                            Warrants through the book entry registration system shall be limited to those established
                                            by applicable law and agreements between the Depository and the Book Entry Only Participants
                                            and between such Book Entry Only Participants and the beneficial owners of Warrants who hold
                                            securities entitlements in respect of the Warrants through the book entry registration system,
                                            and such rights must be exercised through a Book Entry Only Participant in accordance with
                                            the rules and procedures of the Depository.



 









     


    - 9 -


    

 


		(g)	Notwithstanding
                                            anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent
                                            thereof shall have any responsibility or liability for:



 


		(i)	the
                                            electronic records maintained by the Depository relating to any ownership interests or any
                                            other interests in the Warrants or the depository system maintained by the Depository, or
                                            payments made on account of any ownership interest or any other interest of any person in
                                            any Warrant represented by an electronic position in the book entry registration system (other
                                            than the Depository or its nominee);



 


		(ii)	maintaining,
                                            supervising or reviewing any records of the Depository or any Book Entry Only Participant
                                            relating to any such interest; or



 


		(iii)	any
                                            advice or representation made or given by the Depository or those contained herein that relate
                                            to the rules and regulations of the Depository or any action to be taken by the Depository
                                            on its own direction or at the direction of any Book Entry Only Participant.



 


		(h)	The
                                            Corporation may terminate the application of this Section 2.6 in its sole discretion, in
                                            which case all Warrants shall be evidenced by Warrant Certificates registered in the name
                                            of a person other than the Depository.



 


		(i)	Each
                                            of the Warrant Agent and the Corporation may deal with the Depository for all purposes as
                                            the authorized representative of the respective Warrantholder who are beneficial owners and
                                            such dealing with the Depository shall constitute satisfaction or performance, as applicable
                                            of their respective obligations hereunder.



 


		2.7	Warrant
                                            Certificate.



 


		(a)	For
                                            Warrants issued in certificated form, the form of certificate representing Warrants shall
                                            be substantially as set out in Schedule “A” hereto or such other form as is authorized
                                            from time to time by the Corporation and the Warrant Agent. Each Warrant Certificate shall
                                            be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall
                                            be signed by any duly authorized signatory of the Corporation whose signature shall appear
                                            on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced
                                            thereon and, in such event, certificates so signed are as valid and binding upon the Corporation
                                            as if it had been signed manually. Any Warrant Certificate which has a signature as hereinbefore
                                            provided shall be valid notwithstanding that the person whose signature is printed, lithographed
                                            or mechanically reproduced no longer holds office at the date of issuance of such certificate.
                                            The Warrant Certificates may be engraved, printed or lithographed, or partly in one form
                                            and partly in another, as the Warrant Agent may determine.



 


		(b)	The
                                            Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance,
                                            exchange, registration of transfer, partial payment, or otherwise) by completing its Internal
                                            Procedures, and the Corporation shall, and hereby acknowledges that it shall, thereupon be
                                            deemed to have duly and validly issued such Uncertificated Warrants under this Indenture.
                                            Such Authentication shall be conclusive evidence that each such Uncertificated Warrant has
                                            been duly issued hereunder and that the holder or holders are entitled to the benefits of
                                            this Indenture. The register shall be final and conclusive evidence as to all matters relating
                                            to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent
                                            to maintain records or accounts. In case of differences between the register at any time
                                            and any other time the register at the later time shall be controlling, absent manifest error
                                            and such Uncertificated Warrants are binding on the Corporation.



 






     


    - 10 -


    

 


		(c)	Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the
time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle the holder
to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this
Indenture.



 


		(d)	No Warrant shall be considered issued, valid or obligatory nor shall the holder thereof be entitled to
the benefits of this Indenture until the Warrant has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including
by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this
Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance
by the Corporation of its obligations under this Indenture, and the Warrant Agent shall in no respect be liable or answerable for the
use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence
as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled
to the benefits of this Indenture.



 


		(e)	No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall be obligatory
or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf
of the Warrant Agent substantially in the form of the Warrant Certificate set out in Schedule “A” hereto. Such Authentication
on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated and is valid and a
binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.



 


		(f)	No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder
thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated
Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated
Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.



 


		(g)	The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register or otherwise
shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or such Warrants (except
the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent
shall in no respect be liable or answerable for the use made of the Warrants or any of them or the proceeds thereof.



 


		2.8	Legends.



 


	 	(a)	Neither the Warrants nor the Warrant Shares have been, nor will they be, registered under the U.S. Securities Act or under the securities laws of any of the states of the United States, and may not be offered, sold or otherwise disposed of by a U.S. Warrantholder unless an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws is available or the Warrants and Warrant Shares, as applicable, are the subject of an effective registration statement under the U.S. Securities Act. Each Warrant Certificate or, if applicable, each certificate representing Warrant Shares issued for the benefit or account of a U.S. Warrantholder (other than an Original U.S. Warrantholder), and each Warrant Certificate or, if applicable, each certificate representing Warrant Shares issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time (the “U.S. Legend”):



   






     


    - 11 -


    

 


“THE SECURITIES REPRESENTED
HEREBY [and for Warrants, include: AND THE SECURITIES ISSUABLE UPON EXERCISE 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. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF CHARLOTTE’S WEB HOLDINGS, INC.
(THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED,
DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN COMPLIANCE WITH (1)
RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE,
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM
COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO ODYSSEY TRUST
COMPANY AND TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK
EXCHANGES IN CANADA.”


 


provided that, if the Warrants
are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities
laws and regulations, this U.S. Legend may be removed (or the Warrants may be transferred to an unrestricted CUSIP) by the transferor
providing a declaration to the Warrant Agent and the Corporation in the form set forth in Schedule "C" or as the Corporation
may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance
reasonably satisfactory to the Corporation; provided further, that, if any such securities are being sold pursuant to Rule 144
under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act
or applicable state securities laws, the U.S. Legend may be removed (or the Warrants may be transferred to an unrestricted CUSIP) by delivery
to the Warrant Agent and the Corporation of an opinion of counsel, of recognized standing, reasonably satisfactory to the Corporation,
to the effect that such U.S. Legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state
securities laws.


 


The Warrant Agent shall be entitled to
request any other documents that it may reasonably require in accordance with its internal policies for the removal of the U.S. Legend
set forth above.


 






     


    - 12 -


    

 


		(b)	Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant
issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof
as the Corporation may prescribe from time to time:



 


“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO CHARLOTTE’S
WEB HOLDINGS, INC. (THE “ISSUER”) 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.”


 


		(c)	Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants,
no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with
the terms of the legend contained in subsections 2.8(a) or 2.8(b), or with the relevant securities laws or regulations, including, without
limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers that are processed in accordance with this
Indenture are legal and proper.



 


		2.9	Register of Warrants.



 


		(a)	The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or
uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information
as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records
which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the
register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include
(without limitation):



 


		(i)	the name and address of the holder of the Warrants, the date of Authentication thereof and the number
of Warrants;



 


		(ii)	whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate,
the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto
if any;



 


		(iii)	if any portion thereof has been exercised, the date and price of such exercise, and the remaining balance
of such Warrants;



 


		(iv)	whether such Warrant has been cancelled; and



 


		(v)	a register of transfers in which all transfers of Warrants and the date and other particulars of each
transfer shall be entered.



 






     


    - 13 -


    

 


The register shall be available for inspection
by the Corporation or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to
the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit, in form
satisfactory to the Corporation and the Warrant Agent, stating the name and address of the Warrantholder and agreeing not to use the information
therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting
of Warrantholders.


 


		(b)	Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with
respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise
or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to
make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an
Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably: (i) consented to the foregoing authority
of the Warrant Agent to make such minor error corrections; and (ii) agreed to pay to the Warrant Agent, promptly upon written demand,
the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus
interest, at an appropriate then prevailing rate of interest to the Warrant Agent) sustained by the Corporation or the Warrant Agent as
a proximate result of such error if, but only if, and only to the extent that such present or former holder realized any benefit as a
result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error
or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant
Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.



 


		2.10	Issue in Substitution for Warrant Certificates Lost, etc.



 


		(a)	If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject
to applicable law, shall issue, and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor and
bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation
of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the
substituted Warrant Certificate shall be in a form approved by the Warrant Agent, and the Warrants evidenced thereby shall be entitled
to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.



 


		(b)	The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear
the cost of the issue thereof and, in case of loss, destruction or theft, shall, as a condition precedent to the issuance thereof, furnish
to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate
so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such
applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant
Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.



 


		2.11	Exchange of Warrant Certificates.



 


	 	(a)	Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.



  






     


    - 14 -


    

 


		(b)	Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated
by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form
satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.



 


		(c)	Warrant Certificates exchanged for Warrant Certificates that bear the U.S. Legend set forth in Section
2.8(a) shall bear the same U.S. Legend.



 


		2.12	Transfer and Ownership of Warrants.



 


		(a)	The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by
the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory
to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the
Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A”
(together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Uncertificated
Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system or otherwise; (c) in the
case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:



 


		(i)	the conditions herein;



 


		(ii)	such reasonable requirements as the Warrant Agent may prescribe; and



 


		(iii)	all applicable securities legislation and requirements of regulatory authorities;



 


and, such transfer shall be duly noted
in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant
Certificate, an Uncertificated Warrant or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility
of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.


 


	 	(b)	If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule "C" to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws, or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act or any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).



   






     


    - 15 -


    

 


		(c)	Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder
shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise
of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the
Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title
of any such holder.



 


		2.13	Cancellation of Surrendered Warrants.



 


All Warrant Certificates surrendered pursuant
to Article 3 or transferred or exchanged pursuant to Article 2 shall be cancelled by the Warrant Agent, and, upon such circumstances,
all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation,
the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number
of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates
issued in substitution or exchange for such Warrant Certificates cancelled.


 


Article
3

EXERCISE OF WARRANTS


 


		3.1	Right of Exercise.



 


Subject to the provisions hereof, each Warrantholder
may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share for each Warrant after the Issue Date
and prior to the Expiry Time, subject to adjustment, and in accordance with the conditions herein; provided, however, that if a Warrant
tendered for exercise bears the U.S. Legend set forth in Section 2.8(a), such exercise must be permitted under the U.S. Securities Act
and under any applicable United States state securities laws.


 


		3.2	Warrant Exercise.



 


	 	(a)	Registered holders of Certificated Warrants who wish to exercise the Warrants held by them in order to acquire Common Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in any applicable legend, complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule "B", which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.



   






     


    - 16 -


    

 


		(b)	In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder
(other than an Original U.S. Warrantholder) who is (i) in the United States, (ii) a U.S. Person, (iii) a person exercising such Warrants
for the account or benefit of a U.S. Person or a person in the United States, (iv) executing or delivering the Exercise Form attached
as Schedule "B" hereto in the United States, or (v) requesting delivery in the United States of the Common Shares issuable
upon exercise of the Warrants, must provide an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory
to the Corporation, that the exercise is exempt from the registration requirements of the U.S. Securities Act and applicable securities
laws of any state of the United States.



 


		(c)	Registered holders of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants
must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to
or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants
shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail
or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.



 


		(d)	A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants
in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only Participant
to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner
acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price,
the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”)
in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An
electronic exercise of the Warrants initiated by the Book Entry Only Participant through a book based registration system, including CDSX,
shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such
Warrants either: (i) (A) is not in the United States; (B) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S.
Person or a person in the United States; (C) did not acquire the Warrants in the United States or on behalf of, or for the account or
benefit of a U.S. Person or a person in the United States; (D) did not receive an offer to exercise the Warrant in the United States;
and (E) has, in all other respects, complied with the terms of Regulation S in connection with such exercise; or (ii) is an Original U.S.
Warrantholder; or



 


If the Book Entry Only
Participant is not able to make or deliver either the representations in Section 3.2(d) or the representations in Section 3.2(b) by initiating
the electronic exercise of the Warrants, then (a) such Warrants shall be withdrawn from the book based registration system, including
CDSX, by the Book Entry Only Participant; (b) an individually registered Warrant Certificate shall be issued by the Warrant Agent to such
beneficial owner or Book Entry Only Participant and (c) the exercise procedures set forth in Section 3.2(a) shall be followed.


 


	 	(e)	Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent for prompt onward payment by the Warrant Agent to the Corporation which the Warrant Agent will promptly pay to the Corporation, and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Common Shares to which the exercising beneficial owner is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant exercising the Warrants on its behalf.



  






     


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		(f)	By causing a Book Entry Only Participant to deliver notice to the Depository, a beneficial owner shall
be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant to act as his
or her exclusive settlement agent with respect to the exercise of the Warrants and the receipt of Common Shares in connection with the
obligations arising from such exercise.



 


		(g)	Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall
for all purposes be void and of no effect, and the exercise to which it relates shall be considered for all purposes not to have been
exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with
the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant
Agent to the Book Entry Only Participant or the beneficial owner.



 


		(h)	Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the Warrantholder,
or its executors or administrators or other legal representatives or an attorney of the Warrantholder, duly appointed by an instrument
in writing satisfactory to the Warrant Agent, but such exercise form need not be executed by the Depository.



 


		(i)	Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Common Shares
subscribed must be paid at the time of subscription, and such Exercise Price and original Exercise Notice executed by the Warrantholder
or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.



 


		(j)	Notwithstanding the foregoing in this Section 3.2, Warrants may only be exercised pursuant to this Section
3.2 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule "B"
or as provided herein.



 


		(k)	If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation
shall cause the amended Exercise Notice to be forwarded to all Warrantholders.



 


		(l)	Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant
Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the
Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant
Agent on the next following Business Day.



 


		(m)	Any Warrant with respect to which an Exercise Notice or Confirmation is not received by the Warrant Agent
before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and
be cancelled.



 






     


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		3.3	U.S. Restrictions.



 


The Warrants and the Warrant Shares have not been
and will not be registered under the U.S. Securities Act or the state securities laws of any state of the United States, and the Warrants
may not be exercised within the United States by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United
States unless an exemption from such registration requirements is available.


 


		(a)	Warrants may not be exercised except in compliance with the requirements set forth herein, in the Warrant
Certificate hereto and in the Exercise Notice attached thereto.



 


		(b)	Common Shares issued upon the exercise of any Certificated Warrant (and each certificate issued in exchange
therefor or in substitution thereof) (i) which bears the U.S. Legend set forth in Section 2.8(a), or (ii) other than pursuant to Box A
of the Exercise Form attached as Schedule "B" hereto shall be issued in certificated form and, upon such issuance, shall
bear the following legend:



 


“THE SECURITIES REPRESENTED
HEREBY 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. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR
THE BENEFIT OF CHARLOTTE’S WEB HOLDINGS, INC. (THE “CORPORATION”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, DIRECTLY OR INDIRECTLY, ONLY: (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS,
(C) WITHIN THE UNITED STATES IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS
PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE CORPORATION MUST FIRST BE PROVIDED TO ODYSSEY TRUST COMPANY AND TO THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


 


Provided that, if any such securities are
being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws
and regulations, the legend set forth above may be removed by providing a declaration to the Corporation’s registrar and transfer
agent and to the Corporation in the form set forth in Schedule "C" or as the Corporation may prescribe from time to time,
or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to
the Corporation; provided further, that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act,
if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities
laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation and to the Corporation of an opinion
of counsel, of recognized standing, reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under
applicable requirements of the U.S. Securities Act and applicable state securities laws.


 






     


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		(c)	Notwithstanding anything to the contrary contained herein or in any Warrant or other agreement or instrument,
the Corporation shall be entitled to cause a U.S. restrictive legend to be affixed to, or marked with respect to, any Common Shares issued
upon the exercise of any Warrant at such time as the Corporation is not a “foreign issuer” (as defined in Regulation S) in
the event that the Corporation determines that such affixing or marking of a U.S. restrictive legend is then necessary to comply with
U.S. securities laws.



 


		3.4	Transfer Fees and Taxes.



 


If any of the Common Shares subscribed for are
to be issued to a person or persons other than the Warrantholder, the Warrantholder shall execute the form of transfer and will comply
with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of
the Corporation, all applicable transfer or similar taxes, and the Corporation will not be required to issue or deliver certificates evidencing
Common Shares unless or until such Warrantholder shall have paid to the Corporation, or the Warrant Agent on behalf of the Corporation,
the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid
or that no tax is due.


 


		3.5	Warrant Agency.



 


To facilitate the exchange, transfer or exercise
of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency,
as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised, and the Warrant Agent
has accepted such appointment. The Corporation may, from time to time, designate alternate or additional places as the Warrant Agency
(subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant
Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant
Agent, may designate. The Warrant Agent will, from time to time, when requested to do so by the Corporation or any Warrantholder and upon
payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Warrantholders showing the number
of Warrants held by each such Warrantholder.


 


		3.6	Effect of Exercise of Warrant Certificates.



 


		(a)	Upon the exercise of Warrants pursuant to and in compliance with Section 3.2 and subject to Section 3.3
and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued, and the person
or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of such Common Shares on the
Exercise Date unless the register shall be closed on such date, in which case the Common Shares subscribed for shall be deemed to have
been issued and such person or persons deemed to have become the holder or holders of record of such Common Shares, on the date on which
such register is reopened. It is hereby understood that, in order for persons to whom Common Shares are to be issued, to become holders
of Common Shares of record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that
the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.



 


		(b)	As soon as practicable, and in any event no later than within five Business Days after the Exercise Date
with respect to a Warrant, the Warrant Agent shall cause to be delivered or mailed to the person or persons in whose name or names the
Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency
where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for,
or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares issued under
the book entry registration system.



 






     


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		3.7	Partial Exercise of Warrants; Fractions.



 


		(a)	The holder of any Warrants may exercise his or her right to acquire a number of whole Common Shares less
than the aggregate number that the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number
that the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without
charge therefor, one or more new Warrant Certificates, bearing the same legend, if applicable, or other appropriate evidence of Warrants,
in respect of the balance of the Warrants held by such holder and which were not then exercised.



 


		(b)	Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, no fractional
Common Shares will be issuable upon any exercise of any Warrant, and the holder of such Warrant will not be entitled to any cash payment
or compensation in lieu of a fractional Common Share. Warrants may only be exercised in a sufficient number to acquire whole numbers of
Common Shares. Any subscription for fractional Common Shares will be deemed to be a subscription for the closest number of Common Shares
and shall be rounded down, and no cash or other consideration will be paid in lieu of fractional shares.



 


		3.8	Expiration of Warrants.



 


Immediately after the Expiry Time, all rights
under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate,
and each Warrant shall be void and of no further force or effect.


 


		3.9	Accounting and Recording.



 


		(a)	The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall
promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the
Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares through the exercise of Warrants.
All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received as agent for,
and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.



 


		(b)	The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include
the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof. The
Warrant Agent shall provide such particulars in writing to the Corporation and to its registrar and transfer agent for its Common Shares
within five Business Days of any request by the Corporation therefor.



 


		3.10	Securities Restrictions.



 


Notwithstanding anything herein contained, Common
Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.


 






     


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Article
4 


ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE


 


		4.1	Adjustment of Number of Common Shares and Exercise Price.



 


The subscription rights in effect under the Warrants
for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment, from time to time, as follows:


 


		(a)	if, at any time during the Adjustment Period, the Corporation shall:



 


		(i)	subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;



 


		(ii)	reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or



 


		(iii)	issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially
all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the
exercise of Warrants or any outstanding options);



 


(any of such events in Sections 4.1(a)(i),
(ii) or (iii) being called a “Common Share Reorganization”), then the Exercise Price shall be adjusted as of the effective
date or record date of such Common Share Reorganization, shall in the case of the events referred to in (i) or (iii) above be decreased
in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall,
in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from
such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record
date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before
giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of
the effective date or record date after giving effect to such Common Shares Reorganization (including, in the case where securities exchangeable
for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities
been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively
whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a),
the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise
thereof by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator
shall be the Exercise Price resulting from such adjustment;


 


	 	(b)	if and whenever, at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that, if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;



  






     


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		(c)	if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the
making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) securities of any class, whether
of the Corporation or any other person (other than Common Shares); (ii) rights, options or warrants to subscribe for or purchase Common
Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences
of its indebtedness; or (iv) any property or other assets, then, in each such case, the Exercise Price shall be adjusted immediately after
such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction,
of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price
on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination
shall be conclusive), subject to any required stock exchange approval, of such securities or other assets so issued or distributed over
the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the
denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common
Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation;
such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made,
the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon
any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record
date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which
the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price
resulting from such adjustment;



 






     


    - 23 -


    

 


	 	(d)	if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement, takeover or merger of the Corporation with or into any other body corporate, trust, partnership, limited liability company or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership, limited liability company or other entity, any Warrantholder who has not exercised its Warrants prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement, takeover bid or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership, limited liability company or other entity resulting from such merger, amalgamation, arrangement, takeover bid or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement, takeover bid or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, limited liability company, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, limited liability company, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, takeover bids, consolidations, mergers, sales or conveyances;



  






     


    - 24 -


    

 


		(e)	in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately
after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Warrantholder
of any Warrant exercised after the record date and prior to completion of such event the additional Common Shares issuable by reason of
the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to
such Warrantholder an appropriate instrument evidencing such Warrantholder’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 holders of record of Common Shares on and after the relevant date of exercise or such later date as such Warrantholder
would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant
to Section 4.1;



 


	 	(f)	in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Warrantholders of the outstanding Warrants receive, subject to any required regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;



  


		(g)	the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments
to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations,
consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that,
notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Exercise Price then in effect and no change in the number of Common Shares issuable
upon exercise of the Warrants shall be required unless such adjustment would require adjustment by at least one one-hundredth of a Common
Share, as applicable; provided, however, that any adjustments that, by reason of this Section 4.1(g), are not required to be made shall
be carried forward and taken into account in any subsequent adjustment; and



 


		(h)	after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used
in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior
adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of
Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property
or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section
4.1, upon the full exercise of a Warrant.



 






     


    - 25 -


    

 


		4.2	Entitlement to Common Shares on Exercise of Warrant.



 


All Common Shares or shares of any class or other
securities, which a Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result
of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Common
Shares that such Warrantholder is entitled to acquire pursuant to such Warrant.


 


		4.3	No Adjustment for Certain Transactions.



 


Notwithstanding anything in this Article 4, no
adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this
Indenture or in connection with: (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time
for directors, officers, employees, consultants or other service providers of the Corporation; (b) the satisfaction of existing instruments
issued at the date hereof; or (c) payment of Dividends in the ordinary course.


 


		4.4	Determination by Independent Firm.



 


In the event of any question arising with respect
to the adjustments provided for in this Article 4, such question shall be conclusively determined by an independent firm of chartered
professional accountants (other than the Auditors), who shall have access to all necessary records of the Corporation, and such determination
shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.


 


		4.5	Proceedings Prior to any Action Requiring Adjustment.



 


As a condition precedent to the taking of any
action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common
Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel,
be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully
paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof
in accordance with the provisions hereof.


 


		4.6	Certificate of Adjustment.



 


The Corporation shall from time to time immediately
after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the
Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment
necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based,
which certificate shall be supported by a certificate of the Auditors or the Corporation’s directors verifying such calculation.
The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Auditor and any other
document filed by the Corporation pursuant to this Article 4 for all purposes.


 






     


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		4.7	Notice of Special Matters.



 


The Corporation covenants with the Warrant Agent
that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Warrantholders of its intention
to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1.
Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be
required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice
is given. The Corporation shall use its reasonable commercial efforts to give such notice not less than 14 days prior to such applicable
record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment
is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Warrantholders of such adjustment
computation.


 


		4.8	No Action after Notice.



 


The Corporation covenants with the Warrant Agent
that it will not close its transfer books or take any other corporate action which would deprive the Warrantholder of the opportunity
to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set
forth in Section 4.6 and Section 4.7.


 


		4.9	Other Action.



 


If the Corporation, after the date hereof, shall
take any action affecting the Common Shares (other than action described in Section 4.1), which in the reasonable opinion of the directors
of the Corporation, would materially affect the rights of Warrantholders, the Exercise Price and/or the Exchange Rate, the number of Common
Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors,
acting reasonably and in good faith, in their sole discretion, as they may determine to be equitable to the Warrantholders in the circumstances,
provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are
listed for trading has been obtained.


 


		4.10	Protection of Warrant Agent.



 


The Warrant Agent shall not:


 


		(a)	at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist
which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed in making the same;



 


		(b)	be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of
any other securities or property which may, at any time, be issued or delivered upon the exercise of the rights attaching to any Warrant;



 


		(c)	be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates
for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants
contained in this Article; and



 


		(d)	incur any liability or be in any way responsible for the consequences of any breach on the part of the
Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees,
agents or servants of the Corporation.



 


		4.11	Participation by Warrantholder.



 


No adjustments shall be made pursuant to this
Article 4 if the Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis,
as if the Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.


 






     


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Article
5

RIGHTS OF THE CORPORATION AND COVENANTS


 


		5.1	Optional Purchases by the Corporation.



 


Subject to compliance with applicable securities
legislation and approval of applicable regulatory authorities, if any, the Corporation may, from time to time purchase, by private contract,
on a stock exchange, in the open market or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and
may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the
case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be
delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants,
the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with
procedures prescribed by the Depository under the book entry registration system or, with respect to Uncertificated Warrants, reflected
on the register of Warrants and in accordance with the procedures of the Warrant Agent. No Warrants shall be issued in replacement thereof.


 


		5.2	General Covenants.



 


The Corporation covenants with the Warrant Agent
that, so long as any Warrants remain outstanding:


 


		(a)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it
to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;



 


		(b)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to
be duly issued and delivered in accordance with the Warrants and the terms hereof;



 


		(c)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall
be fully paid and non-assessable;



 


		(d)	it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary
course;



 


		(e)	it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from
time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and
posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not
be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger
that would result in the Common Shares ceasing to be listed and posted for trading on the TSX, so long as the holders of Common Shares
receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common
Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies
of the TSX or other Canadian stock exchange on which the Common Shares are trading;



 






     


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		(f)	it will make all requisite filings under applicable Canadian securities legislation including those necessary
to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting
issuer for a period of 24 months after the Effective Date, provided that this clause shall not be construed as limiting or restricting
the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares
ceasing to be listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation), so long
as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or
cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and
securities laws and the policies of the TSX or other Canadian stock exchange on which the Common Shares are trading;



 


		(g)	the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default
under the terms of this Warrant Indenture which remains unrectified for more than ten days following its occurrence; and



 


		(h)	the Corporation will generally perform and carry out all of the acts or things to be done by it as provided
in this Warrant Indenture.



 


		5.3	Warrant Agent’s Remuneration and Expenses.



 


The Corporation covenants that it will pay to
the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution
of the duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants
not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be
finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at
the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive
the resignation or removal of the Warrant Agent and/or the termination of this Indenture.


 


		5.4	Performance of Covenants by Warrant Agent.



 


If the Corporation fails to perform any of its
covenants contained in this Indenture, the Warrant Agent may notify the Warrantholders of such failure on the part of the Corporation
and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation
to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent
in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve
the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.


 


		5.5	Enforceability of Warrants.



 


The Corporation covenants and agrees that it is
duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein
provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that,
subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of
Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.


 






     


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Article
6

ENFORCEMENT


 


		6.1	Suits by Warrantholders.



 


All or any of the rights conferred upon any Warrantholder
by any of the terms of this Indenture may be enforced by the Warrantholder by appropriate proceedings but without prejudice to the right
which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained
for the benefit of the Warrantholders.


 


		6.2	Suits by the Corporation.



 


The Corporation shall have the right to enforce
full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Warrantholder hereunder and shall be entitled
to demand such payment from the Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing
such Common Shares and amend the securities register accordingly.


 


		6.3	Immunity of Shareholders, etc.



 


The Warrant Agent and the Warrantholders hereby
waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past,
present or future shareholder, trustee, director, officer, employee or agent of the Corporation or any successor entity on any covenant,
agreement, representation or warranty by the Corporation herein.


 


		6.4	Waiver of Default.



 


Upon the happening of any default hereunder:


 


		(a)	the holders of not less than 51% of the Warrants then outstanding shall have power (in addition to the
powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder
and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or



 


	 	(b)	the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;



  


provided that no delay or omission of the Warrant
Agent or of the Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant
Agent or of the Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder
of the rights resulting therefrom.


 






     


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Article
7

MEETINGS OF WARRANTHOLDERS


 


		7.1	Right to Convene Meetings.



 


The Warrant Agent may, at any time and from time
to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified
and funded to its reasonable satisfaction by the Corporation or by the Warrantholders signing such Warrantholders’ Request against
the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Warrantholders. If
the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’
Request and the indemnity and funding given as aforesaid, the Corporation or such Warrantholders, as the case may be, may convene such
meeting. Every such meeting shall be held in the City of Calgary, Alberta or at such other place as may be mutually approved or determined
by the Warrant Agent and the Corporation.


 


		7.2	Notice.



 


At least 21 days’ prior written notice of
any meeting of Warrantholders shall be given to the Warrantholders in the manner provided for in Section 10.2 and a copy of such notice
shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the
meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall
state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary
to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the
terms of any resolution to be proposed or any of the provisions of this Section 7.2.


 


		7.3	Chairperson.



 


An individual (who need not be a Warrantholder)
designated in writing by the Warrant Agent and the Corporation shall be chairperson of the meeting and, if no individual is so designated,
or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Warrantholders
present in person or by proxy shall choose an individual present to be chairperson.


 


		7.4	Quorum.



 


Subject to the provisions of Section 7.11,
at any meeting of the Warrantholders a quorum shall consist of Warrantholder(s) present in person or by proxy holding at least 25%
of the aggregate of all the then outstanding Warrants. If a quorum of the Warrantholders shall not be present within thirty minutes
from the time fixed for holding any meeting, the meeting, if summoned by Warrantholders or on a Warrantholders’ Request, shall
be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a
Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of
the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt
with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a
quorum be present at the commencement of business. At the adjourned meeting the Warrantholders present in person or by proxy shall
form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at
least 25% of all the then outstanding Warrants.


 






     


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		7.5	Power to Adjourn.



 


The chairperson of any meeting at which a quorum
of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need
be given except such notice, if any, as the meeting may prescribe.


 


		7.6	Show of Hands.



 


Every question submitted to a meeting shall be
decided in the first place by a majority of the votes given on a show of hands, except that votes on an Extraordinary Resolution shall
be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by
the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.


 


		7.7	Poll and Voting.



 


		(a)	On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by
show of hands when demanded by the chairperson or by one or more of the Warrantholders acting in person or by proxy and holding in the
aggregate at least 5% of all the Warrants then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions
other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.



 


		(b)	On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as
proxy for one or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in person or represented
by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by
it. A proxy need not be a Warrantholder. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote
in respect of the Warrants, if any, held or represented by him.



 


		7.8	Regulations.



 


		(a)	The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make
and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of
determining Warrantholders entitled to receive notice of and to vote at the meeting.



 


		(b)	Any regulations so made shall be binding and effective and the votes given in accordance therewith shall
be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Warrantholder,
or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Warrantholders or proxies of
Warrantholders.



 


		7.9	Corporation and Warrant Agent May be Represented.



 


The Corporation and the Warrant Agent, by their
respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting
of the Warrantholders.


 






     


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		7.10	Powers Exercisable by Extraordinary Resolution.



 


In addition to all other powers conferred upon
them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall, subject to the provisions of Section
7.11, have the power exercisable from time to time by Extraordinary Resolution:


 


		(a)	to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders
or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably)
or on behalf of the Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise; provided that,
for greater certainty, no rights or obligations of the Corporation under this Indenture, or the Warrants, will be adversely affected without
the Corporation's consent;



 


		(b)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;



 


		(c)	to direct or to authorize the Warrant Agent, subject to Section 9.2(b) hereof, to enforce any of the covenants
on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Warrantholders in any manner specified
in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;



 


		(d)	to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying
with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;



 


		(e)	to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation
for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Warrantholders;



 


		(f)	to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue
or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder
in connection therewith;



 


		(g)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary
or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any
ancillary or supplemental indenture embodying the change or omission;



 


		(h)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant
Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed;
and



 


		(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors,
whether secured or otherwise, and with holders of any shares or other securities of the Corporation.



 


		7.11	Meaning of Extraordinary Resolution.



 


		(a)	The expression “Extraordinary Resolution” when used in this Indenture means, subject
as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution: (i) proposed at a meeting of Warrantholders duly convened
for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Warrantholders
holding at least 25% of the aggregate number of then outstanding Warrants and passed by the affirmative
votes of Warrantholders holding not less than 66 2/3% of the aggregate number of then outstanding Warrants at the meeting and voted on
the poll upon such resolution; or (ii) in writing signed by the holders of at least 66 2/3% of the then outstanding Warrants on any matter
that would otherwise be voted upon at a meeting called to approve such resolution as contemplated in Section 7.11(a)(i).



 






     


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		(b)	If, at the meeting at which an Extraordinary Resolution is to be considered, Warrantholders holding at
least 25% of the aggregate number of then outstanding Warrants are not present in person or by proxy within 30 minutes after the time
appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’ Request, shall be dissolved,
but, in any other case, it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and
time as may be appointed by the chairperson. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned
meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Warrantholders present in
person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called
or any other particulars. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact
the business for which the meeting was originally convened, and a resolution proposed at such adjourned meeting and passed by the requisite
vote as provided in Section 7.11(a) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Warrantholders
holding at least 25% of the aggregate number of then outstanding Warrants are not present in person or by proxy at such adjourned meeting.



 


		(c)	Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll, and no
demand for a poll on an Extraordinary Resolution shall be necessary.



 


		7.12	Powers Cumulative.



 


Any one or more of the powers or any combination
of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised
from time to time, and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed
to exhaust the right of the Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.


 


		7.13	Minutes.



 


Minutes of all resolutions and proceedings at
every meeting of Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant
Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting
at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary
is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened
and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.


 


		7.14	Instruments in Writing.



 


All actions that may be taken and all powers that
may be exercised by the Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Warrantholders
holding not less than 66 2/3% of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one
or more counterparts by such Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary
Resolution” when used in this Indenture shall include an instrument so signed.


 






     


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		7.15	Binding Effect of Resolutions.



 


Every resolution and every Extraordinary Resolution
passed in accordance with the provisions of this Article 7 at a meeting of Warrantholders shall be binding upon all the Warrantholders,
whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders in accordance with Section 7.14
shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent
(subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument
in writing.


 


		7.16	Holdings by Corporation Disregarded.



 


In determining whether Warrantholders holding
Warrants evidencing the required number of Warrants are present at a meeting of Warrantholders for the purpose of determining a quorum
or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture,
Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.


 


Article
8

SUPPLEMENTAL INDENTURES


 


		8.1	Provision for Supplemental Indentures for Certain Purposes.



 


From time to time, the Corporation (when authorized
by action of the directors) and the Warrant Agent may, subject to TSX approval (if required) and the provisions hereof, and they shall,
when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental
hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:


 


		(a)	setting forth any adjustments resulting from the application of the provisions of Article 4;



 


		(b)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion
of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on
the advice of Counsel, prejudicial to the interests of the Warrantholders;



 


		(c)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;



 


		(d)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect
to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange,
provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests
of the Warrantholders;



 


		(e)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for
the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;



 


		(f)	modifying any of the provisions of this Indenture, including relieving the Corporation from any of the
obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective
only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of
the rights of the Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline
to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same
shall become operative;



 






     


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		(g)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number
set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel;
and



 


		(h)	for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification
of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant
Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Warrantholders are in no way prejudiced thereby .



 


		8.2	Successor Entities.



 


In the case of the consolidation, amalgamation,
arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with
another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement,
merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent
acting reasonably and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant
and condition of this Indenture to be performed and observed by the Corporation.


 


Article
9

CONCERNING THE WARRANT AGENT


 


		9.1	Indenture Legislation.



 


		(a)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory
requirement of Applicable Legislation, such mandatory requirement shall prevail.



 


		(b)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture
and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.



 


		9.2	Rights and Duties of Warrant Agent.



 


		(a)	In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant
Agent shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent warrant agent
would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability
for its own grossly negligent action, willful misconduct, bad faith or fraud.



 


		(b)	The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose
of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional upon the Warrantholders furnishing,
when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity
reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees
and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason
thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise
to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified
and funded as aforesaid.



 






     


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		(c)	The Warrant Agent may, before commencing or at any time during the continuance of any such act, action
or proceeding, require the Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrant Certificates held
by them, for which Warrants the Warrant Agent shall issue receipts.



 


		(d)	Every provision of this Indenture that, by its terms, relieves the Warrant Agent of liability or entitles
it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.



 


		9.3	Evidence, Experts and Advisers.



 


		(a)	In addition to the reports, certificates, opinions and other evidence required by this Indenture, the
Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as
may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.



 


		(b)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith,
act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports,
written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent
pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent
complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the
applicable requirements of this Indenture.



 


		(c)	Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit
with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth,
accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each
and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.



 


		(d)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers
as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services
so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or gross negligence
on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.



 


		(e)	The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion
or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or
employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.



 


		9.4	Documents, Monies, etc. Held by Warrant Agent.



 


		(a)	Any monies, securities, documents of title or other instruments that may at any time be held by the Warrant
Agent shall be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I of the Bank
Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal thereof under
any provisions of this Indenture, shall be held, invested and reinvested in “Permitted Investments” as directed in writing
by the Corporation. “Permitted Investments” shall
be treasury bills guaranteed by the Government of Canada having a term to maturity not to exceed ninety (90) days, or term deposits or
bankers’ acceptances of a Canadian chartered bank having a term to maturity not to exceed ninety (90) days, or such other investments
that is in accordance with the Warrant Agent’s standard type of investments. Unless otherwise specifically provided herein, all
interest or other income received by the Warrant Agent in respect of such deposits and investments shall belong to the Corporation.



  



     


    - 37 -


    

 


		(b)	Any written direction for the investment or release of funds received shall be received by the Warrant
Agent by 9:00 a.m. (Toronto Time) on the Business Day on which such investment or release is to be made, failing which such direction
will be handled on a commercially reasonable efforts basis and may result in funds being invested or released on the next Business Day.



 


		(c)	The Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting
from any investment made in accordance with this Indenture, including any losses on any investment liquidated prior to maturity in order
to make a payment required hereunder.



 


		(d)	In the event that the Warrant Agent does not receive a direction or only a partial direction, the Warrant
Agent may hold cash balances constituting part or all of such monies and may, but need not, invest same in its deposit department, the
deposit department of one of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant Agent, its affiliates
or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture or to any other person or
entity.



 


		9.5	Actions by Warrant Agent to Protect Interest.



 


Subject to Applicable Legislation, the Warrant
Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve,
protect or enforce its interests and the interests of the Warrantholders.


 


		9.6	Warrant Agent Not Required to Give Security.



 


The Warrant Agent shall not be required to give
any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.


 


		9.7	Protection of Warrant Agent.



 


By way of supplement to the provisions of any
law for the time being relating to the Warrant Agent, it is expressly declared and agreed as follows:


 


		(a)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture
or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the
Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the
Corporation;



 


		(b)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence
of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;



 


		(c)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;



 






     


    - 38 -


    

 


		(d)	the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible
for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors,
officers, employees, agents or servants of the Corporation;



 


		(e)	the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their
officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and
all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments,
expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed
on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising,
directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in
relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection
with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional
regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified
Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that, notwithstanding
any other provision of this Indenture, the Corporation shall not be required to hold harmless or indemnify the Indemnified Parties in
the event of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent or any Indemnified Party, and this provision
shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and



 


		(f)	notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent,
other than arising as a result of the gross negligence, bad faith, willful misconduct or fraud of the Warrant Agent, shall be limited,
in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve
(12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this
Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances
whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits
or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.



 


		9.8	Replacement of Warrant Agent; Successor by Merger.



 


		(a)	The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder,
subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice
as the Corporation may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have power at any time to remove the
existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or
being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall
forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment
by the Corporation, the retiring Warrant Agent or any Warrantholder may apply to a judge of the Province of British Columbia on such notice
as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by
the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this
Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required
by the Applicable Legislation for any other provinces, in such other provinces. On
any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been
originally named herein as warrant agent hereunder; but there will be immediately executed, all such conveyances or other instruments
as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities
of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent
shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant
agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent
all rights and powers of the Warrant Agent hereunder.



 






     


    - 39 -


    

 


		(b)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Warrantholders
thereof in the manner provided for in Section 10.2.



 


		(c)	Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated
by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.



 


		(d)	Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated or to which
all or substantially all of its business is sold, or any corporation resulting therefrom to which the Warrant Agent shall be a party,
or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant
Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for
appointment as successor Warrant Agent under Section 9.8(a).



 


		9.9	Conflict of Interest



 


The Warrant Agent represents to the Corporation
that at the time of execution and delivery hereof no material conflict of interest exists between its role as a warrant agent hereunder
and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 60
days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency hereunder to a
successor Warrant Agent approved by the Corporation and meeting the requirements set forth in Section 9.8(a)). Notwithstanding the foregoing
provisions of this Section 9.9, if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability
of this Indenture and the Warrant Certificate shall not be affected in any manner whatsoever by reason thereof.


 


		9.10	Acceptance of Agency



 


The Warrant Agent hereby accepts the agency in
this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.


 


		9.11	Warrant Agent Not to be Appointed Receiver.



 


The Warrant Agent and any person related to the
Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking
of the Corporation.


 


		9.12	Authorization to Carry on Business



 


The Warrant Agent represents to the Corporation
that as at the date of the execution and delivery of this Indenture, it is duly authorized and qualified to carry on the business of a
trust company in the Province of British Columbia and Alberta.


 






     


    - 40 -


    

 


		9.13	Warrant Agent Not Required to Give Notice of Default.



 


The Warrant Agent shall not be bound to give any
notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been
required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and
until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of
the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that
no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions
contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the
Warrant Agent shall take action with respect to any default.


 


		9.14	Anti-Money Laundering.



 


		(a)	Each party to this Agreement (other than the Warrant Agent) hereby represents to the Warrant Agent that
any account to be opened by, or interest to be held by, the Warrant Agent in connection with this Agreement, for or to the credit of such
party, either: (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a
third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed
form as to the particulars of such third party.



 


		(b)	The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due
to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause
it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or
guideline. Further, should the Warrant Agent, in its sole judgment, acting reasonably, determine at any time that its acting under this
Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions
legislation, regulation or guideline, then it shall have the right to resign on ten (10) days’ prior written notice to the other
parties to this Agreement, provided: (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance;
and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such
resignation shall not be effective.



 


		9.15	Compliance with Privacy Code.



 


The parties acknowledge that the Warrant Agent
may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or
their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the
following purposes:


 


		(a)	to provide the services required under this Indenture and other services that may be requested from time
to time;



 


		(b)	to help the Warrant Agent manage its servicing relationships with such individuals;



 


		(c)	to meet the Warrant Agent’s legal and regulatory requirements; and



 


		(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist
in verification of an individual’s identity for security purposes.



 






     


    - 41 -


    

 


Each party acknowledges and agrees that the Warrant
Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Indenture for
the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Warrant Agent shall
make available on its website or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other
companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.


 


Further, each party agrees that it shall not provide
or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless
that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.


 


		9.16	U.S. Securities and Exchange Commission Certification.



 


The Corporation confirms that as at the date hereof
it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or a reporting obligation pursuant to
Section 15(d) of the U.S. Exchange Act.


 


The Corporation covenants that in the event that
(i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act, (ii) the Corporation shall incur
a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (iii) any such registration or reporting obligation shall
be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent
an officers’ certificate notifying the Warrant Agent of such registration, reporting obligation or termination, and such other information
as the Warrant Agent may reasonably require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing
representation and covenants in order to meet certain obligations of the Warrant Agent with respect to those clients of the Warrant Agent
that are required to file reports with the SEC under the U.S. Exchange Act.


 


Article
10

GENERAL


 


		10.1	Notice to the Corporation and the Warrant Agent.



 


		(a)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the
Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if emailed:



 


		(i)	If to the Corporation:



 


Charlotte’s Web Holdings, Inc.


‎1600 Pearl Street, Suite 300

Boulder, CO 80302 USA‎


 


	 	Attention:	 Russ Hammer, Chief Financial Officer
	 	Email:	***





 


 


		(ii)	If to the Warrant Agent:



 


Odyssey Trust Company

Stock Exchange Tower

350 – 300 5th Avenue SW

Calgary AB T2P 3C4


 


	 	Attention:	Corporate Trust
	 	Email:	dsander@odysseytrust.com




 




     


    - 42 -


    

 


and any such notice delivered in accordance
with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following
the date of mailing such notice or, if transmitted by electronic means, on the next Business Day following the date of transmission.


 


		(b)	The Corporation or the Warrant Agent, as the case may be, may, from time to time, notify the other in
the manner provided in Section 10.1(a) of a change of address which, from the effective date of such notice and until changed by like
notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.



 


		(c)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees,
any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination,
such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided
in Section 10.1(a), or given by email or other means of prepaid, transmitted and recorded communication.



 


		10.2	Notice to Warrantholders.



 


		(a)	Unless otherwise provided herein, notice to the Warrantholders under the provisions of this Indenture
shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing
on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if
mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository,
a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day
it is so sent.



 


		(b)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees,
any notice to be given to the Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall
be valid and effective only if it is delivered to such Warrantholders to the address for such Warrantholders contained in the register
maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe
and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two
successive weeks, the first such notice to be published within 5 Business Days of such event, and any so notice published shall be deemed
to have been received and given on the latest date the publication takes place.



 


		(c)	Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder
will not invalidate any action or proceeding founded thereon.



 


		10.3	Ownership of Warrants.



 


The Corporation and the Warrant Agent may
deem and treat the Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall
not be affected by any notice or knowledge to the contrary, except where the Corporation or the Warrant Agent is required to take
notice by statute or by order of a court of competent jurisdiction. The receipt of any such Warrantholder of the Common Shares which
may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the
Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the
Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.


 



     


    - 43 -


    

 


		10.4	Counterparts and Electronic Means.



 


This Indenture may be executed in several counterparts,
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, they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of
this Indenture by facsimile, electronic transmission or other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Indenture as of the date hereof.


 


		10.5	Satisfaction and Discharge of Indenture.



 


Upon the earlier of:


 


		(a)	the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all
Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory
to the Warrant Agent) or, in the case of Uncertificated Warrants, by way of standard processing through the book entry only system or
otherwise as is applicable in the case of a CDS Global Warrant; and



 


		(b)	the Expiry Time;



 


and if all certificates or other entry on the
register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder
or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect, and the Warrant Agent,
on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation
stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the
Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.


 


		10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders.



 


Nothing in this Indenture or in the Warrants,
expressed or implied, shall give or be construed to give to any person, other than the parties hereto and the Warrantholders, as the case
may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained,
all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders.


 


		10.7	Warrants Owned by the Corporation - Certificate to be Provided.



 


For the purpose of disregarding any Warrants owned
legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate
of the Corporation setting forth as at the date of such certificate:


 


		(a)	the names (other than the name of the Corporation) of the Warrantholders which, to the knowledge of the
Corporation, are owned by or held for the account of the Corporation; and



 


		(b)	the number of Warrants owned legally or beneficially by the Corporation;



 


and the Warrant Agent, in making the computations
in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.


 






     


    - 44 -


    

 


		10.8	Severability



 


If, in any jurisdiction, any provision of this
Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such
jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without (a) invalidating the remaining
provisions of this Indenture, (b) affecting the validity or enforceability of such provision in any other jurisdiction or (c) affecting
its application to other parties or circumstances.


 


		10.9	Force Majeure



 


No party shall be liable to the other, or held
in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by
reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar
causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times
under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this
Section.


 


		10.10	Assignment, Successors and Assigns



 


Neither of the parties hereto may assign its rights
or interest under this Indenture, except as provided in (a) Section 9.8 in the case of the Warrant Agent or (b) Section 8.2 in the case
of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.


 


		10.11	Rights of Rescission and Withdrawal for Holders



 


Should a holder of Warrants exercise any legal,
statutory, contractual or other right of withdrawal or rescission that may be available to it under applicable law, and the holder’s
funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible
for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly
from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying shares
that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to
cancel the exercise transaction and any such underlying shares on the register, which may have already been issued upon the Warrant exercise.
In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were
subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty
or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent
be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the
foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent
shall return such funds to the holder as soon as reasonably practicable, and, in so doing, the Warrant Agent shall incur no liability
with respect to the delivery or non-delivery of any such funds.


 


[Signature Page Follows]


 






     


     


    

 


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.


 


	 	CHARLOTTE’S WEB HOLDINGS, INC. 
	 	 
	 	By:	 
	 	 	Name: Adrienne Elsner
	 	 	Title:   Chief Executive Officer
	 	 
	 	ODYSSEY TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Signature Page to Warrant Indenture



     


    A-1 


    




 


Schedule "A"




FORM OF WARRANT


 


THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
ON OR BEFORE 5:00 P.M. (TORONTO TIME) ON JUNE18, 2022 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF
NO FURTHER FORCE OR EFFECT.


 


For all Warrants issued outside the United
States (to persons who are not Original U.S. Warrantholders) and registered in the name of the Depository, also include the following
legend:


 


(INSERT IF BEING ISSUED TO CDS)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”)
TO CHARLOTTE’S WEB HOLDINGS, INC. (THE “ISSUER”) 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 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 Warrants originally issued for the
benefit or account of a U.S. Warrantholder (other than an Original U.S. Warrantholder), and each Warrant Certificate issued in exchange
therefor or in substitution thereof, also include the following legends:


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE 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. THE HOLDER HEREOF, BY ACQUIRING SUCH
SECURITIES, AGREES, FOR THE BENEFIT OF CHARLOTTE’S WEB HOLDINGS, INC. (THE “CORPORATION”), THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ENCUMBERED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION;
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,
OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED
THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO ODYSSEY TRUST COMPANY AND TO THE CORPORATION TO THE EFFECT THAT SUCH
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE
MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 



     


    A-2 


    




 


WARRANT


 


To acquire Common Shares of


 


CHARLOTTE’S WEB HOLDINGS, INC.


 


(existing under the laws of the Province of British
Columbia)


 


	Warrant Certificate No.________	
    Certificate for ____________________ Warrants,
    each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined
    below)

     

    CUSIP 16106R141

     

    ISIN CA16106R1414



 


THIS IS TO CERTIFY THAT, for value received,


 


______________________________________________________________________________


 


(the “Warrantholder”) is the
registered holder of the number of Common purchase warrants (the “Warrants”) of Charlotte’s Web Holdings, Inc.
(the “Corporation”) specified above and is entitled, on exercise of these Warrants upon and subject to the terms and
conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Toronto Time) (the “Expiry
Time”) on June 18, 2022 (the “Expiry Date”) one fully paid and non-assessable Common share without par value
in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant, subject to
adjustment in accordance with the terms of the Warrant Indenture.


 


The right to purchase Common Shares may only be
exercised by the Warrantholder within the time set forth above by:


 


		(a)	duly completing and executing
the exercise form (the “Exercise Form”) attached hereto; and



 


		(b)	surrendering this warrant certificate
(the “Warrant Certificate”), with the Exercise Form, to the Warrant Agent at the principal office of the Warrant Agent,
in the city of Calgary, Alberta, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to
or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.



 


Subject to the terms of the Warrant Indenture,
the surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been
effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant
Agent at its principal office as set out above.


 






     


    A-3 


    

 


Subject to adjustment thereof in the events and
in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise
of Warrants shall be CDN$8.50 per Common Share (the “Exercise Price”).


 


Certificates for the Common Shares subscribed
for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in
the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased
than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge
a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued
upon exercise of any Warrant and no cash or other consideration will be paid in lieu of fractional Common Shares.


 


This Warrant Certificate evidences Warrants of
the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental
or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of June 18, 2020 between the Corporation
and Odyssey Trust Company, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the
holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued
and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance
hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.


 


On presentation at the principal office of the
Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements
of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates representing the same number
of Warrants as represented by the Warrant Certificate(s) so exchanged.


 


Neither the Warrants nor the Common Shares issuable
upon exercise hereof have been or will 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. The Warrants may not be exercised by a person in the United
States, a U.S. Person, a person exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States,
or a person requesting delivery in the United States of the Common Shares issuable upon such exercise unless (i) this Warrant and such
Common Shares have been registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption or exclusion
from such registration requirements is available and the requirements set forth in the Exercise Form have been satisfied. Certificates
representing Common Shares issued in the United States or to U.S. Persons shall bear a legend restricting the transfer and exercise of
such securities under applicable United States federal and state securities laws. “United States” and “U.S. Person”
are as defined in Regulation S under the U.S. Securities Act.


 


The Warrant Indenture contains provisions for
the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable
upon the exercise of Warrants in the events and in the manner set forth therein.


 


The Warrant Indenture also contains provisions
making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance
with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific
majority of the Common Shares that can be purchased pursuant to such Warrants.


 


Nothing contained in this Warrant Certificate,
the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder
of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any
discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and
conditions of the Warrant Indenture shall govern.


 






     


    A-4 


    

 


Warrants may only be transferred in compliance
with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Calgary, Alberta, or such other registrar
as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon
surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form
and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture
and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon
by the Warrant Agent or other registrar. Time is of the essence hereof.


 


This Warrant Certificate will not be valid for
any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.


 


The parties hereto have declared that they have
required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent
qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés
en anglais.


 


[Signature Page Follows]


 



     


    A-5 


    




 


IN WITNESS WHEREOF the Corporation has
caused this Warrant Certificate to be duly executed as of ______________________, 2020.


 


	 	 	CHARLOTTE’S WEB HOLDINGS, INC.
	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory



 


	Countersigned by:	 	 
	 	 	 
	ODYSSEY TRUST COMPANY	 	 
	 	 	 
	By:	 	 	 
	 	Authorized Signatory	 	 



 


Signature Page to Warrant



     


    A-6 


    




 


FORM OF TRANSFER


 


ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE
WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER


 


To:Odyssey Trust Company


 


FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers to


 


_________________________________________________________________________________________________________________________ (print name and address) the Warrants of Charlotte’s Web Holdings, Inc. represented by this Warrant Certificate or DRS Advice and
hereby irrevocable constitutes and appoints as its attorney with full power of substitution to transfer the said securities on the appropriate
register of the Warrant Agent.


 


In the case of a warrant certificate that contains
a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):


 


 ̈        (A)         the transfer is being made
to the Corporation;


 


 ̈        (B)          the transfer is being made
outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), and in compliance with any applicable local securities laws and regulations and the holder has provided herewith
the Declaration for Removal of Legend attached as Schedule "C" to the Warrant Indenture, or


 


 ̈        (C)          the transfer is being made
in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws
and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing or other evidence
in form and substance reasonably satisfactory to the Corporation to such effect.


 


In the case of a Warrant Certificate that does
not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in
the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant
to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case
the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance
reasonably satisfactory to the Corporation to such effect.


 


 ̈        If transfer is to a U.S. Person, check
this box.


 


In the case of a transfer within the United States
or to, or for the account or benefit of, a U.S. Person or to a person in the United States, the certificates representing the Warrants
will be endorsed with a U.S. restrictive legend, except in the case of a transfer of Warrants to a Qualified Institutional Buyer that
has provided agreements reasonably satisfactory to the Corporation in substantially the same form to the agreements set forth in the U.S.
QIB Agreement attached as Exhibit A to the U.S. private placement memorandum in connection with its purchase of the Units pursuant to
which the Units were originally issued and of which the Warrants originally comprised a part.


 


	DATED this	 	 day of	 	,  20	 	 .	 



 



     


    A-7 


    




 


	SPACE FOR GUARANTEES OF	)	 
	SIGNATURES (BELOW)	)	 
	 	)	 
	 	)	Signature of Transferor
	 	)	 
	 	)	 
	Guarantor’s Signature/Stamp	 	Name of Transferor


 


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


 





 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS
 – READ CAREFULLY


 


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 change
whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed
in accordance with the transfer agent’s then-current guidelines and requirements at the time of transfer. Notarized or witnessed
signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although
subject to change in accordance with industry practice and standards):


 


		·	Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion
Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate
in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”,
with the correct prefix covering the face value of the certificate.



 


		·	Canada: A Medallion Signature Guarantee with the correct prefix covering the face value of the
certificate.



 


		·	Outside North America: For holders located outside North America, present the certificates(s) and/or
document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is
a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.



 






     


    A-8 


    

 


OR


 


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 change whatsoever. The signature(s) on this form must be guaranteed 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 with a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer,
with the correct prefix covering the face value of the certificate.


 


REASON FOR TRANSFER – FOR US CITIZENS
OR RESIDENTS ONLY


 


Consistent with U.S. IRS regulations, Odyssey
Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer
as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized but, rather, the
date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale
took place).


 



     


    B-1 


    




 


Schedule "B"




EXERCISE FORM


 


	TO:	Charlotte’s Web Holdings, Inc. (the “Corporation”)
	 
	 	1600 Pearl Street, Suite 300
	 	Boulder, CO 80302 USA




 


AND TO:        Odyssey Trust Company (the “Warrant
Agent”)

Stock Exchange Tower

350 – 300 5th Avenue SW

Calgary AB T2P 3C4


 


The undersigned holder of the Warrants evidenced
by this Warrant Certificate or DRS Advice hereby exercises the right to acquire __________ (A) Common Shares of Charlotte’s Web
Holdings, Inc.


 


Exercise Price Payable:
__________________________________________________________ ((A) multiplied by CDN$8.50, subject to adjustment)


 


The undersigned hereby exercises the right of
such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the
terms specified in such Warrant Certificate and in the Warrant Indenture.


 


The undersigned hereby acknowledges that the undersigned
is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.


 


Any capitalized term in this Warrant Certificate
that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.


 


The undersigned represents, warrants and certifies
as follows (one (only) of the following must be checked):


 


 ̈        The undersigned represents, warrants
and certifies as follows (one (only) of the following must be checked):


 


 ̈        (A)          the undersigned holder at the
time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants on behalf
of, or for the account or benefit of, a U.S. Person or a person in the United States, (iv) did not acquire the Warrants in the United
States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer
to exercise the Warrants in the United States; (vi) did not execute or deliver this exercise form in the United States; (vii) is not requesting
delivery in the United States of the Warrant Shares issuable upon such exercise; and (viii) represents and warrants that the exercise
of the Warrants and acquisition of the Warrant Shares occurred in an “offshore transaction” (as defined under Regulation S
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)); OR


 


 ̈
        (B)          the undersigned holder is (i) an Original U.S. Warrantholder, (ii) is exercising the Warrants for its own account or
for the account of a disclosed principal that was named in the U.S. QIB Agreement attached as Exhibit A to the U.S. private
placement memorandum in connection with its purchase of the Units pursuant to which the Units were originally issued and of which
the Warrants originally comprised a part, (iii) is, and such disclosed principal, if any, is, a Qualified Institutional Buyer at the
time of exercise of these Warrants, and (iv) confirms the representations and warranties of the holder made in the U.S. QIB
Agreement attached as Exhibit A to the U.S. private placement memorandum in connection with its purchase of the Units pursuant to
which the Units were originally issued and of which the Warrants originally comprised a part remain true and correct as of the date
of exercise of these Warrants; OR


 






     


    B-2 


    

 


 ̈        (C)          the undersigned holder


 


(i)       is
(1) in the United States, (2) a U.S. Person, (3) a person exercising the Warrants for the account or benefit of a U.S. Person or a person
in the United States, or (4) requesting delivery in the United States of the Warrant Shares issuable upon such exercise, and


 


(ii)       has
an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws available for the
exercise of the Warrants and has delivered to the Corporation and the Corporation’s transfer agent a written opinion of U.S. counsel,
in form and substance reasonably satisfactory to the Corporation.


 


It is understood that the Corporation and the
Warrant Agent may require evidence to verify the foregoing representations.


 


The undersigned holder understands that unless
Box A or Box B above is checked, the certificate representing the Common Shares may be issued in definitive physical certificated form
and shall bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless
an exemption from registration is available (as described in the Warrant Indenture and the subscription documents). If Box C above is
checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion tendered in connection
with the exercise will be satisfactory in form and substance to the Corporation. “U.S. Person” and “United
States” are as defined under Regulation S under the U.S. Securities Act.


 


The undersigned hereby acknowledges that the undersigned
is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.
The undersigned hereby further acknowledges that the Corporation will rely upon the confirmations, acknowledgements and agreements set
forth herein, and agrees to notify the Corporation promptly in writing if any of the representations or warranties herein ceases to be
accurate or complete.


 


The undersigned hereby irrevocably directs that
the said Common Shares be issued, registered and delivered as follows:


 


	Name(s) in Full and Social Insurance Number(s) (if applicable)	 	Address(es)	 	Number of Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Please print full name in which certificates representing
the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the
registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer
must be duly executed.


 


Once completed and executed, this Exercise Form
must be mailed or delivered to Odyssey Trust Company, Stock Exchange Tower, 350 – 300 5th Avenue SW, Calgary AB T2P 3C4, Attention:
Corporate Trust.


 



     


    B-3 


    




 


	DATED this	 	day of 	 	, 20	 	.	 






 


	 	)	 
	 	)	 
	 	)	 
	Witness	
    )

    )

    )
	Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate
	 	)	 
	 	)	 
	 	 	Name of Warrantholder


 


 ̈        Please check if the certificates representing
the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will
be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant
Certificate to the Warrant Agent.


 






     


     


    




 


Schedule "C"




FORM OF DECLARATION FOR REMOVAL OF LEGEND


 


TO:        ODYSSEY TRUST COMPANY as registrar and
transfer agent for the Warrants issuable upon exercise of the Warrants of Charlotte’s Web Holdings, Inc. (the “Corporation”)


 


AND TO: THE CORPORATION


 


The undersigned (A) acknowledges that the sale
of _______________________ (the “Securities”) of the Corporation, to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”),
and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities
Act) of the Corporation, except solely by virtue of being an officer or director of the Corporation, (b) a “distributor” or
(c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the
time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably
believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto
Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”,
and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United
States; (3) none of the seller, any affiliate of the seller or any person acting on their behalf has engaged or will engage in any “directed
selling efforts” in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not
for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities”
(as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such Securities with
fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although
in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions
of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.


 


	DATED this	 	day of	 	, 20	 	.	 






 


	 	X
	 	Signature of individual (if Seller is an individual)
	 	X
	 	Authorized signatory (if Seller is not an individual)
	 	 
	 	Name of Seller (please print)
	 	 
	 	Name of authorized signatory (please print)
	 	 
	 	Official capacity of authorized signatory (please print)



 



     


     


    




 


Affirmation by Seller’s Broker-Dealer

(required for sales pursuant to Section (B)(2)(b) above)


 


We have read the foregoing representations of
our customer, __________________________ (the “Seller”) dated __________________, with regard to our sale, for such
Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that
(A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed
on or through the facilities of a designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged
in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other
remuneration is being paid to us in connection with this offer and sale other than usual and customary broker’s commission that
would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under
the U.S. Securities Act.


 


	 	 	 	 
	 	Name of Firm	 	 
	 	 	 	 
	By:	 	 	 
	 	Authorized Officer	 	 
	 	 	 
	DATE