Exhibit 10.21


 


 


 


 


 


SUPREME COURT OF BRITISH COLUMBIA


IN THE MATTER OF A PLAN OF ARRANGEMENT
UNDER

SECTION 288 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c.57


AND IN THE MATTER OF A PROPOSED ARRANGEMENT
OF IANTHUS CAPITAL HOLDINGS, INC. 


AND IANTHUS CAPITAL MANAGEMENT, LLC, AND
INVOLVING S8 RENTAL SERVICES, LLC, 


MPX BIOCEUTICAL ULC, BERGAMOT PROPERTIES,
LLC, IANTHUS HOLDINGS FLORIDA, LLC, 


GROWHEALTHY PROPERTIES, LLC, FALL RIVER DEVELOPMENT
COMPANY, LLC, CGX LIFE 


SCIENCES INC., GTL HOLDINGS, LLC, IANTHUS
EMPIRE HOLDINGS, LLC, AMBARY, LLC, 


PAKALOLO, LLC, IANTHUS ARIZONA, LLC, S8 MANAGEMENT,
LLC, SCARLET GLOBEMALLOW, LLC, GHHIA MANAGEMENT, INC., MCCRORY’S 


SUNNY HILL NURSERY, LLC, 


IA IT, LLC, PILGRIM ROCK MANAGEMENT, LLC,
MAYFLOWER 


MEDICINALS, INC., IMT, LLC, 


GREENMART OF NEVADA NLV, LLC, IANTHUS NEW
JERSEY, LLC, IA CBD, LLC, CITIVA MEDICAL, LLC, GRASSROOTS VERMONT MANAGEMENT SERVICES, LLC, AND FWR, INC.


 


 


IANTHUS CAPITAL HOLDINGS, INC. AND
IANTHUS CAPITAL MANAGEMENT, LLC




    	 



    	 



    

 


 


 


 


AMENDED AND RESTATED PLAN OF
ARRANGEMENT


 


 


August 6, 2020


 




    	 



    	 



    

TABLE OF CONTENTS





 


	 	 	Page
	ARTICLE 1 INTERPRETATION	1
	1.1	Definitions	1
	1.2	Certain Rules of Interpretation	10
	1.3	Governing Law	11
	1.4	Currency	11
	1.5	Date for Any Action	11
	1.6	Time	11
	ARTICLE 2 TREATMENT OF AFFECTED PARTIES	11
	2.1	Treatment of Secured Noteholders	11
	2.2	Treatment of Unsecured Debenture Holders	12
	2.3	Treatment of Interim Lenders	13
	2.4	Treatment of Existing Equity Holders	13
	ARTICLE 3 ISSUANCES, DISTRIBUTIONS AND PAYMENTS	14
	3.1	Delivery of New Secured Notes and New Unsecured Notes	14
	3.2	Issuance and Delivery of Debt Exchange Common Shares	14
	3.3	No Liability in respect of Deliveries	15
	3.4	Surrender and Cancellation of Secured Notes, Interim Financing Secured Notes and Unsecured Debentures	15
	3.5	Application of Plan Distributions	15
	3.6	Withholding Rights	15
	3.7	No Novation	15
	ARTICLE 4 IMPLEMENTATION	16
	4.1	Corporate Authorizations	16
	4.2	Fractional Interests	16
	4.3	Effective Date Transactions	16
	ARTICLE 5 RELEASES	19
	5.1	Release of Released Parties	19
	ARTICLE 6 CONDITIONS PRECEDENT AND IMPLEMENTATION	20
	6.1	Conditions to Plan Implementation	20
	6.2	Waiver of Conditions	21



 


 






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	6.3	Effectiveness	21
	ARTICLE 7 GENERAL	21
	7.1	Deemed Consents, Waivers and Agreements	21
	7.2	Waiver of Defaults	22
	7.3	Paramountcy	22
	7.4	Deeming Provisions	22
	7.5	Modification of Plan	23
	7.6	Notices	23
	7.7	Different Capacities	26
	7.8	Consent of Requisite Consenting Parties	26
	7.9	Further Assurances	26


 


 






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PLAN OF ARRANGEMENT


ARTICLE 1

INTERPRETATION


1.1       Definitions


In this Plan, unless otherwise stated:


“Affected Equity”
means all Existing Equity other than the Existing Shares;


“Affected Equity Claim”
means an equity claim (as defined in Section 2(1) of the Companies’ Creditors Arrangement Act, R.S.C. 1985 c.C-36)
in respect of any iAnthus Party;


“Affected Equityholders”
means the holders of any Affected Equity (including, for greater certainty, the holders of Options and Warrants);


“Amended and Restated
Secured Note Purchase Agreement” means the third amended and restated secured note purchase agreement to be entered into
between ICM, the New Secured Note Guarantors, the New Secured Noteholders and the Collateral Agent, each acting reasonably, which
shall govern the issue of the New Secured Notes with an aggregate principal amount equal to the New Secured Notes Aggregate Principal
Amount, and become effective on the Effective Date in accordance with the sequence set out in Section 4.3;


“Arrangement”
means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan, subject to
any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 7.5 of this Plan or made at
the direction of the Court in the Interim Order or the Final Order and with the consent of the Petitioners and the Requisite Consenting
Parties, each acting reasonably;


“Arrangement Agreement”
means the arrangement agreement dated August 6, 2020, between ICH and ICM, as amended, modified and/or supplemented from time to
time in accordance with its terms;


“BCBCA” means
the Business Corporations Act, SBC 2002, c 57, as amended;


“BCBCA Proceedings”
means the proceedings commenced by the Petitioners under the BCBCA in connection with this Plan;


“Business Day”
means any day, other than a Saturday, Sunday or a statutory or civic holiday, on which banks are generally open for business in
Toronto, Ontario, Vancouver, British Columbia or New York, New York;


“CDS” means
the CDS Clearing and Depository Services Inc. and its successors and assigns;




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“Circular”
means the notice for each of the Secured Noteholders’ Meeting, the Unsecured Debenture Holders’ Meeting and the Equityholders’
Meeting, and accompanying management information circular, including all schedules, appendices and exhibits to, and information
incorporated by reference in, such management information circular, to be sent by ICH to the Secured Noteholders, Unsecured Debenture
Holder and Equityholders in connection with the Secured Noteholders’ Meeting the Unsecured Debenture Holders Meeting and
the Equityholders Meeting, respectively, in form and substance acceptable to the Petitioners and the Requisite Consenting Parties;


“Claim” means
any right or claim of any Person that may be asserted or made in whole or in part against the iAnthus Parties, in any capacity,
whether or not asserted or made, in connection with any indebtedness, liability or obligation of any kind whatsoever, and any interest
accrued thereon or costs payable in respect thereof, whether at law or in equity, including by reason of the commission of a tort
(intentional or unintentional), by reason of any breach of contract or other agreement (oral or written), by reason of any breach
of duty (including, any legal, statutory, equitable or fiduciary duty) or by reason of any equity interest, right of ownership
of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or
otherwise), and together with any security enforcement costs or legal costs associated with any such claim, and whether or not
any indebtedness, liability or obligation is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present or future, known or unknown, by guarantee,
warranty, surety or otherwise, and whether or not any right or claim is executory or anticipatory in nature, including any claim
made or asserted against the iAnthus Parties through any affiliate, subsidiary, associated or related person, or any right or ability
of any Person to advance a claim for an accounting, reconciliation, contribution, indemnity, restitution or otherwise with respect
to any matter, grievance, action (including any class action or proceeding before an administrative tribunal), cause or chose in
action, whether existing at present or commenced in the future;


“Closing Certificate”
means a certificate in the form attached hereto as Appendix “A” which, when signed by an authorized representative
of the Petitioners, each of the Initial Supporting Unsecured Debenture Holders and the Collateral Agent (for and on behalf of the
Secured Lenders), will constitute acknowledgment by such Persons that this Plan has been implemented to their respective satisfaction;


“Collateral Agent”
means the collateral agent for the Secured Notes or New Secured Notes, as the context requires, being Gotham Green Admin 1, LLC,
or its successors or assigns;


“Company Advisors”
means McMillan LLP, Duane Morris LLP, Lax O’Sullivan Lisus Gottlieb LLP, FTI Consulting Canada Inc. and its counsel, and
Canaccord Genuity Corp.;


“Court” means
the Supreme Court of British Columbia;


“CSE” means
the Canadian Securities Exchange;




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“Debt Exchange Common
Shares” means the 6,072,579,699 common shares in the capital of ICH to be issued to the Secured Lenders and Unsecured
Debenture Holders pursuant to the Plan;


“Debtholder Claims”
means, collectively, the Interim Lender Claims, the Secured Noteholder Claims and the Unsecured Debenture Holder Claims;


“Direct Registration
System” means an electronic register of the Shares maintained by a transfer agent selected by ICH;


“Distribution Record
Date” means a date to be mutually determined by ICH and the Requisite Consenting Parties for purposes of distributions
under this Plan;


“DTC” means
the Depository Trust & Clearing Corporation and its successors and assigns;


“Effective Date”
means the date shown on the Closing Certificate;


“Effective Time”
means the time on the Effective Date specified as the “Effective Time” on the Closing Certificate;


“Equityholders”
means the Shareholders, the holders of Options and the holders of Warrants;


“Equityholders’
Arrangement Resolution” means the resolution of the Equityholders relating to the Arrangement considered at the Equityholders’
Meeting, substantially in the form attached as Appendix C to the Circular;


“Equityholders’
Meeting” means the meeting of the Equityholders as of the Record Date to be called and held pursuant to the Interim Order
for the purpose of considering and voting on the Equityholders’ Arrangement Resolution and to consider such other matters
as may properly come before such meeting and includes any adjournment(s) or postponements) of such meeting;


“Existing Board”
means the board of directors of ICH as at the date hereof. For the avoidance of doubt, the Existing Board is comprised of eight
directors with three vacancies and the following five directors in place: (i) Joy Chen, (ii) Dianne M. Ellis, (iii) Randy Maslow
(iv) Michael P. Muldowney, and (v) Robert M. Whelan Jr.;


“Existing Equity”
means all of the equity of ICH and any other interest in or entitlement to shares or units in the capital of ICH existing immediately
prior to the Effective Time, including, without limitation, any and all Existing Shares, Options, Warrants, preferred shares, conversion
privileges, calls, subscriptions, exchangeable securities or other rights, plans (including stock option plans, restricted share
unit plans and deferred share unit plans), agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating
ICH to issue or sell shares in the capital of ICH or any securities or obligations of any kind convertible into or exchangeable
from such shares;


“Existing Equity Holders”
means the holders of any Existing Equity;




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“Existing Shareholders”
means, as the context requires, Registered Shareholders or beneficial holders of the Existing Shares, in their capacities as such;


“Existing Shares”
means all Shares that are issued and outstanding prior to the Effective Time;


“Final Order”
means the Order of the Court approving the Arrangement under Section 291 of the BCBCA, which shall include such terms as may be
necessary or appropriate to give effect to the Arrangement and this Plan, in form and substance acceptable to the Petitioners and
the Requisite Consenting Parties, each acting reasonably;


“Governmental Entity”
means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation,
court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (i) having or
purporting to have jurisdiction on behalf of any nation, province, territory, state, municipality or any other geographic or political
subdivision of any of them; or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial,
legislative, policy, regulatory or taxing authority or power;


“Guarantors”
means the guarantors under the Secured Note Purchase Agreement, being collectively, ICH, S8 Rental Services, LLC, MPX Bioceutical
ULC, Bergamot Properties, LLC, iAnthus Holdings Florida, LLC, GrowHealthy Properties, LLC, Fall River Development Company, LLC,
CGX Life Sciences Inc., GTL Holdings, LLC, iAnthus Empire Holdings, LLC, Ambary, LLC, Pakalolo, LLC, iAnthus Arizona, LLC, S8 Management,
LLC, Scarlet Globemallow, LLC, GHHIA Management, Inc., McCrory’s Sunny Hill Nursery, LLC, iA IT, LLC, Pilgrim Rock Management,
LLC, Mayflower Medicinals, Inc., IMT, LLC, GreenMart of Nevada NLV, LLC, iAnthus New Jersey, LLC, iA CBD, LLC, Citiva Medical,
LLC, Grassroots Vermont Management Services, LLC, and FWR, Inc.;


“iAnthus Parties”
means, collectively, ICH, ICM, the other Guarantors and any non-Guarantor subsidiaries of ICH or ICM;


“iAnthus Released Parties”
means, collectively, (i) the iAnthus Parties, (ii) each of their respective officers, directors, employees holding office or employed
as of the commencement of the Strategic Review Process (as defined in Affidavit #1 of Julius Kalcevich dated August 4,2020) on
April 6, 2020, in each case, including in any such individual’s former capacity as an officer, director or employee of any
iAnthus Party, and (iii) each financial advisor and legal counsel that advised the iAnthus Parties in respect of the Strategic
Review Process (as defined in Affidavit #1 of Julius Kalcevich dated August 4, 2020), Support Agreement, Plan and BCBCA Proceedings;


“ICH” means
iAnthus Capital Holdings, Inc.;


“ICM” means
iAnthus Capital Management, LLC;


“ICM Membership Interests”
means the membership interests in ICM;




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“Initial Supporting Unsecured
Debenture Holder Advisors” means Cassels Brock & Blackwell LLP, Stikeman Elliott LLP and such other advisors to the
Initial Supporting Unsecured Debenture Holders as agreed to with ICH from time to time;


“Initial Supporting Unsecured
Debenture Holders” means those Unsecured Debenture Holders who were initial signatories to the Support Agreement, being
each of (i) Senvest Master Fund, L.P., Senvest Global (KY), LP (together, “Senvest”), (ii) Oasis Investments
II Master Fund Ltd. (“Oasis”), and (iii) Hadron Alpha PLC - Hadron Alpha Select Fund, and Hadron Healthcare
and Consumer Special Opportunities Master Fund (together, “Hadron”), which holders hold in aggregate not less
than 75% of the aggregate principal amount of Unsecured Debentures held by all Unsecured Debenture Holders;


“Interim Financing”
means the secured non-revolving credit facility provided by the Interim Lenders to ICM pursuant to the Secured Note Purchase Agreement
and the issuance of the Interim Financing Secured Notes with an initial principal amount equal to the Interim Financing Principal
Amount;


“Interim Financing Principal
Amount” means $14,736,842.11;


“Interim Financing Secured
Notes” means the 8.0% senior secured notes, due July 13, 2025 issued under the Secured Note Purchase Agreement;


“Interim Lender Claims”
means any Claim of the Interim Lenders for amounts payable to it under the Secured Note Purchase Agreement, including all principal,
accrued interest, make-whole premium and other amounts owing under the Secured Note Purchase Agreement;


“Interim Lenders”
means Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P. and Gotham Green Partners SPV V, L.P. and their permitted successors
and assigns;


“Interim Order”
means the interim order of the Court in respect of the Petitioners pursuant to the BCBCA, in form and substance acceptable to the
Requisite Consenting Parties, which, among other things, calls and sets the date for the Meetings, as such order may be amended
from time to time in a manner acceptable to the Requisite Consenting Parties;


“Intermediary”
means a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary;


“Law” means
any law, statute, order, decree, consent decree, judgment, rule regulation, ordinance or other pronouncement having the effect
of law whether in Canada, the United States, or any other country, or any domestic or foreign state, county, province, city or
other political subdivision or of any Governmental Entity, but excluding all U.S. federal and Canadian federal, provincial or territorial
laws, statutes, codes, ordinances, decrees, rules and regulations which apply to the production, trafficking, distribution, processing,
extraction, sale or any transactions promoting the business or involving the proceeds of marijuana (cannabis) and related substances
(collectively, the “Excluded Laws”), provided, however, that Excluded Laws shall not include any provision of
the U.S. Internal Revenue Code, as amended (the “Code”), including, without limitation, Section 280E of the
Code;




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“Meetings”
means, collectively, (i) the Secured Noteholders’ Meeting, (ii) the Unsecured Debenture Holders’ Meeting, and (iii)
the Equityholders’ Meeting;


“New Board”
means the reconstituted board of directors of ICH at the Effective Time, which shall be comprised of the New Directors;


“New Directors”
means seven (7) directors, comprised as follows: (i) three (3) nominees from the Secured Noteholders; (ii) (a) one (1) nominee
by Oasis, (b) one (1) nominee by Senvest, and (c) one (1) nominee by Hadron; and (iii) the Chief Executive Officer of ICH who shall
be agreed upon by the Secured Noteholders and the Initial Supporting Unsecured Debenture Holders and then appointed by the New
Board;


“New Secured Note Guarantors”
means the guarantors under the Amended and Restated Secured Note Purchase Agreement, being collectively, the Guarantors;


“New Secured Noteholders”
means the holders of New Secured Notes after giving effect to the Plan and shall include the Interim Lenders and the Secured Noteholders;


“New Secured Notes”
means the 8.0% senior secured notes, as amended and restated, due on the date that is five years following the Effective Date,
to be issued by ICM under the Amended and Restated Secured Note Purchase Agreement;


“New Secured Notes Aggregate
Principal Amount” means $99,736,842.11, being the aggregate of the New Secured Notes Base Principal Amount and the Interim
Financing Principal Amount;


“New Secured Notes Base
Principal Amount” means $85,000,000;


“New Unsecured Notes”
means the $20,000,000 aggregate principal amount of 8.0% unsecured debentures, due on the date that is five years following the
Effective Date, to be issued by ICM in connection with the Plan;


“Options” means
options to purchase Shares issued and outstanding under the Stock Option Plan up to and including the Effective Date;


“Order” means
any order of the Court in the BCBCA Proceedings;


“Person” is
to be broadly interpreted and includes any individual, firm, corporation, limited or unlimited liability company, general or limited
partnership, association, trust, unincorporated organization, joint venture, Government Entity or any agency, officer or instrumentality
thereof or any other entity, wherever situate or domiciled, and whether or not having legal status;


“Petitioners”
means, collectively, ICH and ICM;




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“Plan” means
this amended and restated plan of arrangement and any amendments, modifications or supplements hereto made in accordance with the
terms hereof or made at the direction of the Court in the Interim Order or Final Order and with the consent of the Petitioners
and the Requisite Consenting Parties, each acting reasonably;


“Record Date”
means August 6, 2020;


“Registered Shareholder”
means the holder of Shares as recorded on the books and records of ICH or the Transfer Agent;


“Released Claims”
means, collectively, the matters that are subject to release and discharge pursuant to Section 5.1;


“Released Parties”
means, collectively, the iAnthus Released Parties and the Securityholders’ Released Parties;


“Requisite Consenting
Parties” means each of the Initial Supporting Unsecured Debenture Holders and the Secured Noteholders;


“Secured Lender Pro Rata
Share” means, for a Secured Lender, the percentage that (i) the aggregate of the principal amount of Secured Notes (plus
accrued and unpaid interest and fees) and the principal amount of Interim Financing Secured Notes (plus accrued and unpaid interest)
held by the Secured Lender, bears to (ii) the aggregate principal amount of all Secured Notes (plus accrued and unpaid interest
and fees) and the Interim Financing Principal Amount (plus accrued and unpaid interest), in each case as at the Distribution Record
Date;


“Secured Lender”
means each Secured Noteholder and each Interim Lender;


“Secured Note Amendments”
means the amendments to the Secured Note Purchase Agreement to be effected pursuant to the Amended and Restated Secured Note Purchase
Agreement, including those amendments described in the Circular and/or as may otherwise be agreed to by the Petitioners and the
Requisite Consenting Parties, each acting reasonably;


“Secured Note Documents”
means, collectively, (i) the Secured Note Purchase Agreement; and (ii) all related documentation, including, without limitation,
all guarantee and security documentation, certificates and other instruments, related to the foregoing;


“Secured Note Purchase
Agreement” means the second amended and restated secured debenture purchase agreement for the Secured Notes, dated July
10, 2020, by and among ICH, ICM, the other Guarantors, the Secured Noteholders and the Collateral Agent, as amended, modified and/or
supplemented from time to time as of the date hereof;


“Secured Noteholder Advisors”
means Davies Ward Phillips & Vineberg LLP, Honigman LLP, SkyLaw Professional Corporation, and such other advisors to the Secured
Noteholders as agreed to with ICH from time to time;




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“Secured Noteholder Claim”
means any Claim of a Secured Noteholder for amounts payable to it under the Secured Notes and the Secured Note Purchase Agreement,
including all principal, accrued interest, make-whole, premium and other amounts owing under the Secured Notes and the Secured
Note Documents;


“Secured Noteholders”
means the holders of the Secured Notes and their permitted successors and assigns;


“Secured Noteholders’
Arrangement Resolution” means the resolution of the Secured Noteholders relating to the Arrangement to be considered
at the Secured Noteholders’ Meeting, substantially in the form attached as Appendix A to the Circular;


“Secured Noteholders’
Meeting” means the meeting of the Secured Noteholders as of the Record Date to be called and held pursuant to the Interim
Order for the purpose of considering and voting on the Secured Noteholders’ Arrangement Resolution and to consider such other
matters as may properly come before such meeting and includes any adjournment(s) or postponement(s) of such meeting;


“Secured Notes”
means the 13.0% senior secured notes, due May 2021 issued under the Secured Note Purchase Agreement;


“Securityholders’
Released Parties” means, collectively, (i) the Secured Noteholders, the Interim Lenders, the Unsecured Debenture Holders,
the Initial Supporting Unsecured Debenture Holders, and the Collateral Agent and each of their respective limited partners, general
partners and affiliated management companies, (collectively, the “Securityholders”), (ii) each of their respective
officers, directors, employees and controlling persons holding office or employed as of the date of the Support Agreement, in each
case, including in any such individual’s former capacity as an officer, director, employee or controlling person of any Securityholders,
and (iii) the Initial Supporting Unsecured Debenture Holder Advisors and Secured Noteholder Advisors which advised the Securityholders
in respect of the Support Agreement, Plan and BCBCA Proceedings;


“Shareholder”
means a holder of Shares;


“Shares” means
the common shares in the capital of ICH, which, after giving effect to this Arrangement, shall be comprised of the Debt Exchange
Common Shares and the Existing Shares;


“Stock Option Plan”
means ICH’s equity compensation plan effective as of November 2015, as amended and restated on October 15, 2018, and as may
be further amended from time to time;


“Support Agreement”
means the restructuring support agreement among the iAnthus Parties, the Secured Noteholders and the Initial Supporting Unsecured
Debenture Holders dated July 10, 2020 (including, for certainty, the term sheet appended thereto), as may be amended or supplemented
from time to time pursuant to its terms;


“Transfer Agent”
means Computershare Investor Services Inc.;




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“Unsecured Debenture
Documents” means, collectively, (i) Unsecured Debenture Purchase Agreements; and (ii) all related documentation, including,
without limitation, all certificates and other instruments, related to the foregoing;


“Unsecured Debenture
Purchase Agreements” means the debenture purchase agreements for the Unsecured Debentures, dated March 15, 2019 or April
29, 2019, as applicable, by and among ICH and each Unsecured Debenture Holder, as amended, modified and/or supplemented from time
to time as of the date hereof;


“Unsecured Debenture
Holders” means the holders of Unsecured Debentures and their permitted successors and assigns;


“Unsecured Debenture
Holder Claim” means any Claim of an Unsecured Debenture Holder for amounts payable to it under the Unsecured Debentures
and the Unsecured Debenture Purchase Agreements, including all principal, accrued interest, make-whole, premium and other amounts
owing under the Unsecured Debentures and the Unsecured Debenture Documents;


“Unsecured Debenture
Holder Pro Rata Share” means the percentage that the principal amount of Unsecured Debentures held by an Unsecured Debenture
Holder bears to the aggregate principal amount of all Unsecured Debentures as at the Distribution Record Date;


“Unsecured Debenture
Holders’ Arrangement Resolution” means the resolution of the Unsecured Debenture Holders relating to the Arrangement
to be considered at the Unsecured Debenture Holders’ Meeting, substantially in the form attached as Appendix B to the Circular;


“Unsecured Debenture
Holders’ Meeting” means the meeting of the Unsecured Debenture Holders as of the Record Date to be called and held
pursuant to the Interim Order for the purpose of considering and voting on the Unsecured Debenture Holders’ Arrangement Resolution
and to consider such other matters as may properly come before such meeting and includes any adjournments) or postponements) of
such meeting;


“Unsecured Debentures”
means the 8.0% unsecured convertible debentures maturing on March 15, 2023 issued pursuant to one or more Unsecured Debenture Purchase
Agreements between each of the Unsecured Debenture Holders and ICH;


“US Dollars”
or “US$” means the lawful currency of the United States of America;


“US Securities Act”
means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder,
or any successor statute;


“Voting Agreement”
means the voting agreement to be entered into among ICH, ICM and the Secured Lenders and Initial Supporting Unsecured Debenture
Holders, in form and substance acceptable to the Secured Lenders and the Initial Supporting Unsecured Debenture Holders; and




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“Warrants”
means all of the issued and outstanding warrants to purchase Shares.


1.2       Certain
Rules of Interpretation


For the purposes of this Plan:


		(a)	Unless otherwise expressly provided herein, any reference in this Plan to an instrument, agreement
or an Order or an existing document or exhibit filed or to be filed means such instrument, agreement, Order, document or exhibit
as it may have been or may be amended, modified, or supplemented in accordance with its terms;



		(b)	The division of this Plan into Articles and Sections is for convenience of reference only and does
not affect the construction or interpretation of this Plan, nor are the descriptive headings of Articles and Sections intended
as complete or accurate descriptions of the content thereof;



		(c)	The use of words in the singular or plural, or with a particular gender, including a definition,
shall not limit the scope or exclude the application of any provision of this Plan to such Person (or Persons) or circumstances
as the context otherwise permits;



		(d)	The words “includes” and “including” and similar terms of inclusion shall
not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but
rather shall mean “includes but is not limited to” and “including but not limited to”, so that references
to included matters shall be regarded as illustrative without being either characterizing or exhaustive;



		(e)	Unless otherwise specified, time periods within or following which any payment is to be made or
act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period
ends;



		(f)	Unless otherwise provided, any reference to a statute or other enactment of parliament, a legislature
or other Government Entity includes all regulations made thereunder, all amendments to or reenactments of such statute or regulations
in force from time to time, and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation;



		(g)	References to a specific Recital, Article or Section shall, unless something in the subject matter
or context is inconsistent therewith, be construed as references to that specific Recital, Article or Section of this Plan, whereas
the terms “this Plan”, “hereof’, “herein”, “hereto”, “hereunder” and
similar expressions shall be deemed to refer generally to this Plan and not to any particular Recital, Article, Section or other
portion of this Plan and include any documents supplemental hereto; and



		(h)	The word “or” is not exclusive.





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1.3       Governing
Law


This Plan shall be governed by and construed
in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. All questions
as to the interpretation or application of this Plan and all proceedings taken in connection with this Plan and its provisions
shall be subject to the exclusive jurisdiction of the Court.


1.4       Currency


Unless otherwise stated, all references
in this Plan to sums of money are expressed in, and all payments provided for herein shall be made in, United States Dollars.


1.5       Date
for Any Action


If the date on which any action is required
to be taken hereunder by a Person is not a Business Day, such action shall be required to be taken on the next succeeding day which
is a Business Day.


1.6       Time


Time shall be of the essence in this
Plan. Unless otherwise specified, all references to time expressed in this Plan and in any document issued in connection with this
Plan mean local time in Toronto, Ontario, Canada, and any reference to an event occurring on a Business Day shall mean prior to
5:00 p.m. on such Business Day.


ARTICLE 2

TREATMENT OF AFFECTED PARTIES


2.1       Treatment
of Secured Noteholders


		(a)	On the Effective Date, and in accordance with the steps and in the sequence set forth in Section
4.3:



		(i)	the Secured Note Purchase Agreement shall be amended and restated as the Amended and Restated Secured
Note Purchase Agreement, which Amended and Restated Secured Note Purchase Agreement shall include the Secured Note Amendments;



		(ii)	the Secured Noteholders shall receive: (A) New Secured Notes in the amount of their Secured Lender
Pro Rata Share of the New Secured Notes Aggregate Principal Amount; (B) their Secured Lender Pro Rata Share of 25% of the New Unsecured
Notes issued in connection with the Arrangement; and (C) their Secured Lender Pro Rata Share of 50% of the Debt Exchange Common
Shares issued in connection with the Arrangement; and



		(iii)	the Secured Noteholders shall and shall be deemed to irrevocably and finally exchange their Secured
Notes (and all Secured Noteholder Claims thereon) for the number of New Secured Notes, New Unsecured Notes and Debt Exchange Common
Shares provided for in Section 2.1 (a)(ii)(A), (B) and (C);





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		(b)	the issuance of New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares to the Secured
Noteholders pursuant to this Plan has not been and will not be registered under the US Securities Act or the securities laws of
any state of the United States, but will be issued pursuant to the exemption set forth in Section 3(a)(10) of the US Securities
Act.



		(c)	On the Effective Date, all of the reasonable and documented fees and expenses of the Secured Noteholder
Advisors up to and including the Effective Date shall have been paid in full in accordance with the Interim Financing Budget (as
defined in the Support Agreement).



2.2       Treatment
of Unsecured Debenture Holders


		(a)	On the Effective Date and in accordance with the steps and sequence as set forth in Section 4.3,
each Unsecured Debenture Holder shall receive:



		(i)	its Unsecured Debenture Holder Pro Rata Share of 75% of the New Unsecured Notes issued in connection
with the Arrangement; and



		(ii)	its Unsecured Debenture Holder Pro Rata Share of 50% of the Debt Exchange Common Shares issued
in connection with the Arrangement,



which shall, and shall be deemed
to, be received in full and final settlement of its Unsecured Debentures and Unsecured Debenture Holder Claims.


		(b)	After giving effect to the terms of this Section 2.2, the obligations of the iAnthus Parties with
respect to the Unsecured Debentures and the Unsecured Debenture Purchase Agreements shall, and shall be deemed to, have been irrevocably
and finally extinguished, each Unsecured Debenture Holder shall have no further right, title or interest in or to the Unsecured
Debentures or its Unsecured Debenture Holder Claim, and the Unsecured Debentures and the Unsecured Debenture Purchase Agreements
shall be cancelled.



		(c)	The issuance of New Unsecured Notes and Debt Exchange Common Shares in exchange for Unsecured Debentures
and Unsecured Debenture Holder Claims pursuant to this Plan has not been and will not be registered under the US Securities Act
or the securities laws of any state of the United States, but will be issued pursuant to the exemption set forth in Section 3(a)(10)
of the US Securities Act.



		(d)	On the Effective Date, all of the reasonable and documented fees and expenses of the Initial Supporting
Debenture Holders’ Advisors up to and including the Effective Date shall have been paid in full in accordance with the Interim
Financing Budget (as defined in the Support Agreement).





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2.3       Treatment
of Interim Lenders


		(a)	On the Effective Date, and in accordance with the steps and in the sequence set forth in Section
4.3:



		(i)	the Secured Note Purchase Agreement shall be amended and restated as the Amended and Restated Secured
Note Purchase Agreement, which Amended and Restated Secured Note Purchase Agreement shall include the Secured Note Amendments;



		(ii)	the Interim Lenders shall receive: (A) New Secured Notes in the amount of their Secured Lender
Pro Rata Share of the New Secured Notes Aggregate Principal Amount; (B) their Secured Lender Pro Rata Share of 25% of the New Unsecured
Notes issued in connection with the Arrangement; and (C) their Secured Lender Pro Rata Share of 50% of the Debt Exchange Common
Shares issued in connection with the Arrangement; and



		(iii)	the Interim Lenders shall and shall be deemed to irrevocably and finally exchange their Interim
Financing Secured Notes (and all Interim Lender Claims thereon) for the number of New Secured Notes, New Unsecured Notes and Debt
Exchange Common Shares provided for in Section 2.3(a)(ii)(A), (B) and (C).



		(b)	The issuance of New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares to the Interim
Lenders in exchange for the Interim Financing Secured Notes and Interim Lender Claims pursuant to this Plan has not been and will
not be registered under the US Securities Act or the securities laws of any state of the United States, but will be issued pursuant
to the exemption set forth in Section 3(a)(10) of the US Securities Act.



2.4       Treatment
of Existing Equity Holders


		(a)	Each Existing Shareholder shall retain its Existing Shares, such that Existing Shareholders shall
hold in aggregate 2.75% of the Shares of ICH issued and outstanding immediately following the implementation of this Plan.



		(b)	Pursuant to this Plan and in accordance with the steps and sequences set forth herein, all of the
Affected Equity shall be terminated and cancelled and shall be deemed to be terminated and cancelled without the need for any repayment
of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no Affected Equityholders
shall be entitled to receive any interest, dividends, premium or other payment in connection therewith.



		(c)	The Affected Equity Claims shall be released in the manner set forth in Section 5.1.





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ARTICLE 3

ISSUANCES, DISTRIBUTIONS AND PAYMENTS


3.1       Delivery
of New Secured Notes and New Unsecured Notes


		(a)	The delivery of the New Secured Notes to be issued to the New Secured Noteholders pursuant to the
Plan shall be made by way of directly registered certificates in respect of the New Secured Notes and delivered directly to the
New Secured Noteholders.



		(b)	The delivery of the New Unsecured Notes to be issued to the Secured Lenders and the Unsecured Debenture
Holders pursuant to the Plan shall be made by way of directly registered certificates in respect of the New Unsecured Notes and
delivered directly to the Secured Lenders and the Unsecured Debenture Holders.



3.2       Issuance
and Delivery of Debt Exchange Common Shares


		(a)	On the Effective Date, all Debt Exchange Common Shares issued in connection with this Plan shall
be deemed to be duly authorized, validly issued, fully paid and non-assessable.



		(b)	On the Effective Date, ICH shall deliver a treasury direction to the Transfer Agent that directs
the Transfer Agent to issue all Debt Exchange Common Shares to be distributed under this Plan and direct the Transfer Agent to
cause such Debt Exchange Common Shares to be distributed on the Effective Date (or such other date as the Petitioners and Requisite
Consenting Parties may agree, each acting reasonably).



		(c)	The delivery of Debt Exchange Common Shares will be made, at the recipient’s option, either
(i) through the facilities of DTC and/or CDS to Intermediaries who, in turn, will make delivery of the Debt Exchange Common Shares
to the ultimate beneficial recipients thereof pursuant to standing instructions and customary practices of DTC and/or CDS, or (ii)
by providing Direct Registration System advices or confirmations in the name of the applicable recipient thereof (or its Intermediary)
and registered electronically in ICH’s records which will be maintained by the Transfer Agent.



		(d)	The aggregate number of Debt Exchange Common Shares shall be equal to 6,072,579,699 Debt Exchange
Common Shares, subject to Section 4.2 of the Plan; provided that the aggregate number of Debt Exchange Common Shares is calculated
based on the 171,718,192 Existing Shares issued and outstanding as of the Record Date that shall, following the issuance of the
Debt Exchange Common Shares pursuant to this Plan, equal 2.75% of the Shares of ICH issued and outstanding immediately following
the implementation of the Plan. If the number of Existing Shares outstanding on the Distribution Record Date is not 171,718,192,
then the Aggregate Number of Debt Exchange Common Shares shall be amended proportionately by ICH to reflect the aggregate number
of Existing Shares to be actually issued and outstanding on the Effective Date prior to the Effective Time.





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3.3       No
Liability in respect of Deliveries


None of the iAnthus Parties, nor their
respective directors or officers, shall have any liability or obligation in respect of any deliveries, directly or indirectly,
from: (i) DTC and/or CDS, (ii) the Intermediaries; or (iii) any other duly appointed agent, in each case to the ultimate beneficial
recipients of any consideration payable or deliverable by the iAnthus Parties pursuant to this Plan.


3.4       Surrender
and Cancellation of Secured Notes, Interim Financing Secured Notes and Unsecured Debentures


		(a)	On the Effective Date, each of the Secured Noteholders shall surrender, or cause the surrender
of, the certificate(s) representing the Secured Notes to ICM for cancellation in exchange for the consideration payable to Secured
Noteholders under Section 2.1 of this Plan.



		(b)	On the Effective Date, each of the Unsecured Debenture Holders shall surrender, or cause the surrender
of, the certificate(s) representing the Unsecured Debentures to ICH for cancellation in exchange for the consideration payable
to Unsecured Debenture Holders under Section 2.2 of this Plan.



		(c)	On the Effective Date, each of the Interim Lenders shall surrender, or cause the surrender of,
the certificate(s) representing the Interim Financing Secured Notes to ICM for cancellation in exchange for the consideration payable
to Interim Lenders under Section 2.3 of this Plan.



3.5       Application
of Plan Distributions


All amounts paid or payable hereunder
on account of the Debtholder Claims (including, for greater certainty, any securities received hereunder) shall be applied in a
manner acceptable to the Petitioners, the Secured Lenders and the Initial Supporting Unsecured Debenture Holders.


3.6       Withholding
Rights


The Petitioners shall be entitled to
deduct and withhold from any consideration or other amount deliverable or otherwise payable to any Person hereunder such amounts
as the Petitioners are required to deduct or withhold with respect to such payment under the Income Tax Act (Canada), or any provision
of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that
amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been
paid to the relevant Person in respect of which such deduction and withholding was made, provided that such deducted or withheld
amounts are actually remitted to the appropriate Governmental Entity.


3.7       No
Novation


For greater certainty, the issuance
of the New Secured Notes pursuant to the Amended and Restated Secured Note Purchase Agreement in exchange for the Secured Notes
and the Interim Financing Secured Notes under this Plan is not intended to result in a novation or the issuance of new indebtedness
of ICH or ICM, but rather the same indebtedness as evidenced by the Remaining Secured Notes, subject to the Secured Note Amendments,
will continue to exist, with full force and effect, in amended form, under the New Secured Notes and the Amended and Restated Secured
Note Purchase Agreement.




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ARTICLE 4

IMPLEMENTATION


4.1       Corporate
Authorizations


The adoption, execution, delivery, implementation
and consummation of all matters contemplated under this Plan involving corporate action of any members of the iAnthus Parties will
occur and be effective as of the Effective Date (or such other date as the Petitioners and the Requisite Consenting Parties may
agree, each acting reasonably), and will be authorized and approved under this Plan and by the Court, where appropriate, as part
of the Final Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or
officers of the iAnthus Parties. All necessary approvals to take actions shall be deemed to have been obtained from the directors
or the shareholders of the iAnthus Parties, as applicable.


4.2       Fractional
Interests


		(a)	No certificates representing fractional Shares shall be allocated under this Plan, and fractional
share interests shall not entitle the owner thereof to vote or to any rights of a Shareholder. Any legal, equitable, contractual
and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect
to fractional Shares pursuant to this Plan shall be rounded up to the nearest whole number.



		(b)	The principal amount of New Secured Notes that each Secured Lender shall be entitled to under this
Plan shall in each case be rounded down to the nearest $0.01 without compensation therefor.



		(c)	The principal amount of New Unsecured Notes that each Secured Lender and each Unsecured Debenture
Holder shall be entitled to under this Plan shall in each case be rounded down to the nearest $0.01 without compensation therefor.



4.3       Effective
Date Transactions


Commencing at the Effective Time, the
following events or transactions will occur, or be deemed to have occurred and be taken and effected, in the following order, in
an uninterrupted sequence, in five minute increments (unless otherwise indicated) and at the times set out in this Section 4.3
(or in such other manner or order or at such other time or times as the Petitioners and the Requisite Consenting Parties may agree,
each acting reasonably), without any further act or formality required on the part of any Person, except as may be expressly provided
herein:


		(a)	All Affected Equity shall be cancelled and extinguished for no consideration.



		(b)	The following shall occur concurrently (unless otherwise indicated):





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		(i)	the aggregate outstanding principal amount of each Secured Lender’s Secured Notes and Interim
Financing Secured Notes, plus all accrued and unpaid interest on such principal amount, shall be forgiven, settled and extinguished
to the extent such amount exceeds the aggregate of: (A) the principal amount of the New Secured Notes to be issued to it in accordance
with Section 4.3(c)(ii)(A); (B) the principal amount of its Secured Lender Pro Rata Share of 25% of the New Unsecured Notes to
be issued to it in accordance with Section 4.3(c)(ii)(B); and (C) the fair market value on the Effective Date of its Secured Lender
Pro Rata Share of 50% of the Debt Exchange Common Shares to be issued to it in accordance with Section 4.3(c)(ii)(C) (the remaining
principal amount of each Secured Lender’s Secured Notes and Interim Financing Secured Notes following such forgiveness, settlement
and extinguishment being, collectively, the “Remaining Secured Notes”); and



		(ii)	the outstanding principal amount of each Unsecured Debenture Holder’s Unsecured Debentures,
plus all accrued and unpaid interest on such principal amount, shall be forgiven, settled and extinguished to the extent such amount
exceeds the aggregate of (A) the principal amount of its Unsecured Debenture Holder Pro Rata Share of 75% of the New Unsecured
Notes to be issued to it pursuant to in accordance with Section 4.3(d)(i); and (B) the fair market value on the Effective Date
of its Unsecured Debenture Holder Pro Rata share of 50% of the Debt Exchange Common Shares to be issued to it in accordance with
Section 4.3(d)(ii) (the remaining principal amount of each Unsecured Debenture Holder’s Unsecured Debentures following such
forgiveness, settlement and extinguishment being the “Remaining Unsecured Debentures”).



		(c)	The following shall occur consecutively:



		(i)	ICM, the New Secured Note Guarantors, the New Secured Noteholders and the Collateral Agent shall
enter into the Amended and Restated Secured Note Purchase Agreement together with all related documentation as agreed by ICM, the
New Secured Note Guarantors, the New Secured Noteholders, the Collateral Agent, and the Initial Supporting Unsecured Debenture
Holders each acting reasonably, which shall amend and restate the Secured Note Purchase Agreement;



		(ii)	in exchange for, and in full and final settlement of, the Remaining Secured Notes, ICH or ICM,
as applicable, shall pay to each Secured Lender:



		(A)	its New Secured Notes in an aggregate principal amount equal to its Secured Lender Pro Rata Share
of the New Secured Notes Aggregate Principal Amount, which New Secured Notes shall be distributed in the manner described in Section
3.1;





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		(B)	its Secured Lender Pro Rata Share of 25% of the New Unsecured Notes to be issued pursuant to the
Plan, which New Unsecured Notes shall be distributed in the manner described in Section 3.1; and



		(C)	its Secured Lender Pro Rata Share of 50% of the Debt Exchange Common Shares to be issued pursuant
to the Plan, which Debt Exchange Common Shares shall be distributed in the manner described in Section 3.2; and



		(d)	Concurrently with the steps set forth in Section 4.3(c) above, in exchange for, and in full and
final settlement of, the Remaining Unsecured Debentures, ICH or ICM, as applicable, shall pay to each Unsecured Debenture Holder:



		(i)	its Unsecured Debenture Holder Pro Rata Share of 75% of the New Unsecured Notes to be issued pursuant
to the Plan, which New Unsecured Notes shall be distributed in the manner described in Section 3.1; and



		(ii)	its Unsecured Debenture Holder Pro Rata Share of 50% of the Debt Exchange Common Shares to be issued
pursuant to the Plan, which Debt Exchange Common Shares shall be distributed in the manner described in Section 3.2.



		(e)	Concurrently with the delivery of the New Unsecured Notes and the Debt Exchange Common Shares to
be issued to the Unsecured Debenture Holders in accordance with Section 4.3(d):



		(i)	the Unsecured Debenture Holder Claims shall, and shall be deemed to be, irrevocably and finally
extinguished and such Unsecured Debenture Holder shall have no further right, title or interest in and to the Unsecured Debentures
or its Unsecured Debenture Holder Claim; and



		(ii)	the Unsecured Debentures and the Unsecured Debenture Documents shall be cancelled, provided that
the Unsecured Debenture Documents shall remain in effect solely to allow the applicable persons, as necessary, to make the distributions
set forth in this Plan.



		(f)	Concurrently with the steps set forth in Section 4.3(c)(ii) above, as consideration for ICH issuing
the Debt Exchange Common Shares to the Secured Lenders pursuant to Section 4.3(c)(ii)(C), ICM shall issue to ICH such number of
ICM Membership Interests as is equal in value to the fair market value on the Effective Date of the Debt Exchange Common Shares
issued to the Secured Lenders pursuant to Section 4.3(c)(ii)(C) of the Plan.



		(g)	Immediately following the issuance of the ICM Membership Interests provided for in Section 4.3(f),
the number of ICM Membership Interests shall be consolidated such that the number of issued and outstanding ICM Membership Interests
will equal the number of ICM Membership Interests that were issued and outstanding immediately prior to the issuances provided
for in Section 4.3(f).





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		(h)	IAH shall pay in full in cash the outstanding reasonable and documented fees and expenses of the
Secured Noteholder Advisors and the Initial Supporting Unsecured Debenture Holder Advisors pursuant to the terms and conditions
of set out in the Support Agreement (except as such terms relate to the timing for payment of such reasonable and documented outstanding
fees and expenses).



		(i)	IAH shall pay in full in cash the outstanding reasonable and documented fees and expenses of the
Company Advisors pursuant to the terms and conditions of applicable fee arrangements entered into by ICH with such advisors (except
as such terms relate to the timing for payment of such reasonable and documented outstanding fees and expenses).



		(j)	The releases referred to in Section 5.1 shall become effective.



		(k)	The Voting Agreement shall become effective.



		(l)	The Existing Board shall be reconstituted through the staggered resignations of all directors of
the Existing Board and the New Board shall be deemed to fill the vacancies created by such resignations without the necessity of
the holding of a further ICH shareholders’ meeting.



ARTICLE 5

RELEASES


5.1       Release
of Released Parties


At the applicable time pursuant to Section
4.3, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages,
judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever (other than liabilities or claims attributable
to such Released Party’s gross negligence, fraud or wilful misconduct as determined by the final judgment of a court of competent
jurisdiction following the exhaustion of all rights of appeal), which:


		(a)	any Person now has, or may have against any of the Released Parties, arising on or prior to the
Effective Date in connection with the Support Agreement, this Plan, the BCBCA Proceedings, the transactions contemplated hereunder
and any proceedings commenced with respect to or in connection with this Plan;



		(b)	are Affected Equity Claims of any other Released Party or of any person that was an Affected Equityholder
or an Existing Shareholder on the Record Date to the extent such Affected Equity Claim arose on or prior to the Effective Date;



		(c)	any other Released Party, or any person that was an Affected Equityholder or an Existing Shareholder
on the Record Date now has, or may have against any of the Released Parties, arising on or prior to the Effective Date in connection
with the Secured Notes, the Secured Note Documents, the Interim Financing, the Interim Financing Secured Notes, the Unsecured Debentures,
the Unsecured Debenture Documents, and the Affected Equity; and





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		(d)	any Person ever had, now has, or may have against any of the iAnthus Released Parties for contribution
and indemnity with respect to all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities
and Claims of any kind or nature whatsoever expressly released hereunder,



provided that, nothing in this paragraph
shall release or discharge any of the Released Parties from or in respect of its obligations under this Plan, the Support Agreement,
and the Amended and Restated Secured Note Purchase Agreement.


ARTICLE 6

CONDITIONS PRECEDENT AND IMPLEMENTATION


6.1       Conditions
to Plan Implementation


The implementation of this Plan shall
be conditional upon the fulfillment, satisfaction or waiver (to the extent permitted by Section 6.2) of the following conditions:


		(a)	The Court shall have granted the Final Order, the operation and effect of which shall not have
been stayed, reversed or amended, and in the event of an appeal or application for leave to appeal, final determination shall have
been made by the applicable appellate court;



		(b)	If determined necessary by ICH and the Requisite Consenting Parties, acting reasonably, the Final
Order shall have been recognized in recognition proceedings pursuant to applicable Law in the United States and all court materials
(including any recognition order granted) in connection with the recognition proceedings shall be in form and substance acceptable
to the Requisite Consenting Parties;



		(c)	No Law shall have been passed and become effective, the effect of which makes the consummation
of this Plan illegal or otherwise prohibited;



		(d)	All conditions to implementation of this Plan set out in the Support Agreement shall have been
satisfied or waived in accordance with their terms and the Support Agreement shall not have been terminated and the iAnthus Parties
and Requisite Consenting Parties shall have delivered a Closing Certificate respecting same;



		(e)	ICH shall be a public company following the implementation of the Plan and the Shares shall be
approved for trading on the CSE, or if necessary, the NEO Exchange Inc. or on another stock exchange acceptable to the Secured
Noteholders and the Initial Supporting Unsecured Debenture Holders, subject only to receipt of customary final documentation; and



		(f)	The Petitioners shall have paid the reasonable and documented fees and expenses of the Company
Advisors, the Secured Noteholder Advisors and the Initial Supporting Unsecured Debenture Holder Advisors up to and including the
Effective Date.





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6.2       Waiver
of Conditions


The Petitioners and the Requisite Consenting
Parties, upon unanimous agreement, may at any time and from time to time waive the fulfillment or satisfaction, in whole or in
part, of the conditions set out herein, to the extent and on such terms as such parties may agree, each acting reasonably, provided
however that the conditions set out in Sections 6.1(a), (c), and (f) cannot be waived.


6.3       Effectiveness


		(a)	This Plan will become effective in the sequence described in Section 4.3 on the execution of the
Closing Certificate, and shall be binding on and enure to the benefit of the iAnthus Parties, the Secured Noteholders, the Unsecured
Debenture Holders, the Interim Lenders, all Existing Equity Holders, the Released Parties, the directors and officers of the iAnthus
Parties and all other Persons named or referred to in, or subject to, this Plan and their respective successors and assigns and
their respective heirs, executors, administrators and other legal representatives, successors and assigns. The Closing Certificate
shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 4.3 has become
effective in the sequence set forth therein. No portion of this Plan shall take effect with respect to any party or Person until
the Effective Time.



		(b)	Notwithstanding the foregoing, to the extent the approval, consent or authorization of any U.S.
state or local Governmental Entity is required under applicable Law to approve the transactions contemplated by this Plan with
respect to any Guarantor, this Plan shall not be effective with respect to such Guarantor until the approval, consent or authorization
of the applicable Governmental Entity(ies) is obtained.



ARTICLE 7

GENERAL


7.1       Deemed
Consents, Waivers and Agreements


At the Effective Time:


		(a)	each Secured Noteholder, Unsecured Debenture Holder, Interim Lender and Existing Equity Holder
shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety (both as a Secured Noteholder,
Unsecured Debenture Holder, Interim Lender and as a holder of Existing Equity, if applicable);



		(b)	each iAnthus Party, Secured Noteholder, Unsecured Debenture Holder, Interim Lender and Existing
Equity Holder shall be deemed to have executed and delivered to the other parties all consents, releases, assignments and waivers,
statutory or otherwise, required to implement and carry out this Plan in its entirety; and





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		(c)	all consents, releases, assignments and waivers, statutory or otherwise, required to implement
and carry out this Plan in its entirety shall be deemed to have been executed and delivered to the iAnthus Parties.



7.2       Waiver
of Defaults


From and after the Effective Time, all
Persons shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety. Without limiting the
foregoing, all Persons shall be deemed to have:


		(a)	waived any and all defaults or events of default or any non-compliance with any covenant, warranty,
representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, lease,
licence, guarantee, agreement for sale or other agreement, written or oral, in each case relating to, arising out of, or in connection
with, the Secured Notes or the Secured Note Purchase Agreement, the Unsecured Debentures, the Unsecured Debenture Purchase Agreement,
the Secured Note Documents, the Unsecured Debenture Documents, the Interim Financing Secured Notes, the Support Agreement, the
Arrangement, the Arrangement Agreement, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect
to or in connection with this Plan and any and all amendments or supplements thereto. Any and all notices of default and demands
for payment or any step or proceeding taken or commenced in connection with any of the foregoing shall be deemed to have been rescinded
and of no further force or effect, provided that nothing shall be deemed to excuse the iAnthus Parties and their respective successors
from performing their obligations under this Plan; and



		(b)	agreed that, if there is any conflict between the provisions of any agreement or other arrangement,
written or oral, existing between such Person and the iAnthus Parties and the provisions of this Plan, then the provisions of this
Plan take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly.



7.3       Paramountcy


From and after the Effective Date, any
conflict between this Plan and the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed
or implied, of any contract, mortgage, security agreement, indenture, trust indenture, loan agreement, commitment letter, by-laws
or other agreement, written or oral, and any and all amendments or supplements thereto existing between one or more of the Secured
Noteholders, the Interim Lenders or the Unsecured Debenture Holders, on the one hand, and any of the iAnthus Parties, on the other
hand, as at the Effective Date shall be deemed to be governed by the terms, conditions and provisions of this Plan and the Final
Order, which shall take precedence and priority.


7.4       Deeming
Provisions


In this Plan, the deeming provisions
are not rebuttable and are conclusive and irrevocable.




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7.5       Modification
of Plan


Subject to the terms and conditions
of the Support Agreement:


		(a)	the Petitioners reserve the right to amend, restate, modify and/or supplement this Plan at any
time and from time to time, provided that (except as provided in subsection (c) below) any such amendment, restatement, modification
or supplement must be contained in a written document that is (i) filed with the Court and, if made following the Meetings, approved
by the Court, (ii) agreed to by each of the Requisite Consenting Parties, and (iii) communicated to the Secured Noteholders, Unsecured
Debenture Holders and Existing Shareholders in the manner required by the Court (if so required);



		(b)	any amendment, modification or supplement to this Plan may be proposed by the Petitioners, with
the consent of each of the Requisite Consenting Parties, at any time prior to or at the Meetings, with or without any prior notice
or communication (other than as may be required under the Interim Order), and if so proposed and accepted at the Meetings, shall
become part of this Plan for all purposes; and



		(c)	any amendment, modification or supplement to this Plan may be made following the Meetings by the
Petitioners, with the consent of each of the Requisite Consenting Parties, and without requiring filing with, or approval of, the
Court, provided that it concerns a matter which is of an administrative nature and is required to better give effect to the implementation
of this Plan and is not materially adverse to the financial or economic interests of any of the Secured Noteholders, Unsecured
Debenture Holders and Existing Shareholders.



7.6       Notices


Any notice or other communication to
be delivered hereunder must be in writing and refer to this Plan and may, as hereinafter provided, be made or given by personal
delivery, ordinary mail or email addressed to the respective parties as follows:


		(a)	If to the Petitioners, or any other of the iAnthus Parties, at:



iAnthus Capital Holdings, Inc.

c/o McMillan LLP

Brookfield Place

181 Bay Street, Suite 4400

Toronto, Ontario

M5J 2T3


Attention:      Wael Rostom, Tushara
Weerasooriya and James Munro

Email:              [Redacted: Personal Contact Information]




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		(b)	If to any of the Secured Lenders or the Collateral Agent:



c/o Gotham Green Partners, LLC

1437 4th Street, Suite 200

Santa Monica, California 90401


Attention:    David Rosenthal

Email:            [Redacted: Personal Contact Information]


with a required copy (which shall
not be deemed notice) to:


Davies Ward Phillips & Vineberg
LLP

155 Wellington Street West

Toronto, Ontario M5V 3J7


Attention:    Robin B. Schwill

Email:            [Redacted: Personal Contact Information]


Honigman LLP

660 Woodward Avenue

2290 First National Building

Detroit, Michigan 48226


Attention:    Michael D. DuBay

Email:            [Redacted: Personal Contact Information]


SkyLaw Professional Corporation

Suite 204, 3 Bridgman Avenue

Toronto, Ontario M5R 3V4


Attention :  Kevin R. West

Email:           [Redacted: Personal Contact Information]


		(c)	If to any of the Supporting Unsecured Debenture Holders (except in respect of Oasis Investments
II Master Fund Ltd.):






Senvest Management LLC

540 Madison Avenue, 32nd Floor

New York, New York 10022


Attention:  Bobby Trahanas

Email:          [Redacted: Personal Contact Information]


and to:


Hadron Capital

5 Royal Exchange Buildings

London, United Kingdom Ec3V 3NL


Attention:  Marco D’Attansio

Email:          [Redacted: Personal Contact Information]




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with a required copy (except in
respect of Oasis Investments II Master Fund Ltd.) (which shall not be deemed notice) to:


Cassels Brock & Blackwell LLP

Suite 2100, 40 King Street West

Scotia Plaza

Toronto, Ontario M5H 3C2


Attention:    Ryan Jacobs, Michael
Wunder and Jeff Roy

Email:            [Redacted: Personal Contact Information]


If to Oasis Investments II Master
Fund Ltd.:


Oasis Management (Hong Kong)

21/F Man Yee Building

68 Des Voeux Road Central

Central, Hong Kong


Attention:  General Counsel

Email:          [Redacted: Personal Contact Information]


and in respect of Oasis Investments
II Master Fund Inc., with a required copy (which shall not be deemed notice) to:


Stikeman Elliott LLP

Suite 5300, 199 Bay Street

Commerce Court West

Toronto, Ontario M5L 1B9


Attention:    Brian M. Pukier and
Ashley Taylor

Email:            [Redacted: Personal Contact Information]


or to such other address as any party
above may from time to time notify the others in accordance with this Section 7.6. In the event of any strike, lock-out or other
event which interrupts postal service in any part of Canada, all notices and communications during such interruption may only be
given or made by personal delivery or by email and any notice or other communication given or made by prepaid mail within the five
Business Day period immediately preceding the commencement of such interruption, unless actually received, shall be deemed not
to have been given or made. Any such notices and communications so given or made shall be deemed to have been given or made and
to have been received on the day of delivery if delivered, or on the day of emailing, provided that such day in either event is
a Business Day and the communication is so delivered or emailed before 5:00 p.m. on such day. Otherwise, such communication shall
be deemed to have been given and made and to have been received on the next following Business Day. The unintentional failure by
the Petitioners to give a notice contemplated hereunder to any particular Noteholder shall not invalidate this Plan or any action
taken by any Person pursuant to this Plan.




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7.7       Different
Capacities


Subject to the Support Agreement and
the Interim Order, if any Person holds more than one type, series or class of Existing Shares, Secured Notes, Interim Financing
Secured Notes or Unsecured Debentures, as the case may be, such Person shall have all of the rights given to a holder of each particular
type, series or class of Existing Shares, Secured Notes, Interim Financing Secured Notes or Unsecured Debentures so held. Subject
to the Support Agreement and the Interim Order, nothing done by a Person acting in its capacity as a holder of a particular type,
series or class of Existing Shares, Secured Notes, Interim Financing Secured Notes or Unsecured Debentures, as the case may be,
affects such Person’s rights as a holder of another type, series or class of Existing Shares, Secured Notes, Interim Financing
Secured Notes or Unsecured Debentures.


7.8       Consent
of Requisite Consenting Parties


For the purposes of this Plan:


		(a)	any matter requiring the agreement, waiver, consent or approval of the Initial Supporting Unsecured
Debenture Holders shall be deemed to have been agreed to, waived, consented to or approved by such Initial Supporting Unsecured
Debenture Holders if such matter is agreed to, waived, consented to or approved in writing by Cassels Brock & Blackwell LLP
(except in respect of Oasis Investments II Master Fund Ltd.) and Stikeman Elliot LLP (only in respect of Oasis Investments II Master
Fund Ltd.), provided that each of Cassels Brock & Blackwell LLP and Stikeman Elliot LLP expressly confirms in writing (which
can be by way of e-mail) that it is providing such agreement, consent, waiver or approval on behalf of the applicable Initial Supporting
Unsecured Debenture Holders; and



		(b)	any matter requiring the agreement, waiver, consent or approval of the Secured Lenders shall be
deemed to have been agreed to, waived, consented to or approved by the Secured Lenders if such matter is agreed to, waived, consented
to or approved in writing by Davies Ward Phillips and Vineberg LLP, provided that Davies Ward Phillips and Vineberg LLP expressly
confirms in writing (which can be by way of e-mail) that it is providing such agreement, consent, waiver or approval on behalf
of the Secured Lender.



7.9       Further
Assurances


Notwithstanding that the transactions
and events set out herein will occur and be deemed to occur in the order set out in this Plan without any further act or formality,
each of the Persons named or referred to in, affected by or subject to, this Plan will make, do and execute, or cause to be made,
done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably
be required by any of them to carry out the full intent and meaning of this Plan and to give effect to the transactions contemplated
herein.




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APPENDIX “A”

FORM OF CLOSING CERTIFICATE


		RE:	Arrangement Agreement dated August 6, 2020 between iAnthus Capital Holdings, Inc. and iAnthus
Capital Management, LLC (the “Arrangement Agreement”)









 






Defined terms used but not defined in
this certificate shall have the meanings ascribed thereto in the Arrangement Agreement.


Each of the undersigned hereby confirms
that the undersigned is satisfied that the conditions precedent to its respective obligations to complete the Arrangement Agreement,
including but not limited to those conditions precedent set out in the Restructuring Support Agreement dated July 10, 2020 among,
inter alia, the undersigned, have been satisfied and that the Arrangement is completed as of _______________________ (am/pm Toronto
time) (the “Effective Time”) on ________________ (the “Effective Date”).


[signatures pages follow]


[Signatures to be added]


 


 


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