Exhibit
10.9


 


WARRANT
CERTIFICATE


 


[UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 31, 2020.]


 


THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN 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 PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR
(D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY TO SUCH EFFECT.


 


THESE
WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON
EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY
SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON”
ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.


 


THE
WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE AFTER 5:00 P.M. (TORONTO TIME) ON MAY 14, 2021, SUBJECT TO THE TERMS
AND CONDITIONS HEREIN, UNLESS HOLDER HAS EXERCISED ITS RIGHTS PRIOR THERETO.


 


iANTHUS
CAPITAL HOLDINGS, INC.


(Incorporated
under the laws of British Columbia)


 





	Certificate
Number:	Warrants to Purchase          Shares


 


COMMON
SHARE PURCHASE WARRANTS


 


THIS
IS TO CERTIFY THAT, for value received,           , a           established under the laws of           , or its lawful assignee (the “Holder”)
is entitled to subscribe for and purchase up to          fully paid and non-assessable common shares without par value (collectively
the “Shares” and individually, a “Share”) in the capital of the iAnthus Capital Holdings
Inc. (the “Company”), at a price of US$             per Share at any time on or before 5:00 p.m. Toronto time
on          , 20          (the “Expiry Date”), subject to the right of the Company, in its sole discretion, to extend the
Expiry Date for an additional 12 months as provided for herein. This Warrant is subject to the provisions of the Terms and Conditions
attached hereto as SCHEDULE “A” and forming part hereof.


 


The
rights represented by this Warrant Certificate may be exercised by the Holder, in whole or in part (but not as to a fraction of
a Share) by surrender of this Warrant Certificate (properly endorsed as required), together with a Warrant Exercise Form in the
form attached hereto as APPENDIX “B”, duly completed and executed, to the Company at 420 Lexington Avenue,
Suite 414, New York, New York 10170, United States (Attention: Chief Financial Officer), or such other address as the Company
may from time to time in writing direct, together with a certified cheque or bank draft payable to or to the order of the Company
in payment of the purchase price of the number of Shares subscribed for. The


 






     


     


    

 


Holder
is advised to read “Instruction to Holders” attached hereto as APPENDIX “A” for details on how
to complete the Warrant Exercise Form (as such term is defined in SCHEDULE “A”).


 


IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by its duly authorized officer, this          day
of          , 20     .


 


	 	iANTHUS
                                         CAPITAL HOLDINGS, INC.
	 	 
		Per:	Authorized
                                         Signatory



 






     


     


    

 


SCHEDULE
“A”


 


TERMS
AND CONDITIONS


ATTACHED
TO COMMON SHARE PURCHASE WARRANTS 

ISSUED BY iANTHUS CAPITAL HOLDINGS, INC.


(the
“Company”)


 


Each
Warrant of the Company, whether single or part of a series, is subject to these Terms and Conditions as they were at the date
of issue of the Warrant.


 


PART
1


DEFINITIONS
AND INTERPRETATION


 


Definitions


 


Section
1.1 In these Terms and Conditions, except as otherwise expressly provided herein, the following words and phrases will have
the following meanings:


 


		(a)	“Company”
                                         means iAnthus Capital Holdings, Inc., a corporation incorporated under the Business
                                         Corporations Act (British Columbia) and includes any successor corporations;



 


		(b)	“Company’s
                                         auditor” means the accountant duly appointed as auditor of the Company;



 


		(c)	“Debenture
                                         Purchase Agreement” means the Secured Debenture Purchase Agreement among the
                                         Lender and the Company, pursuant to which the Lender has purchased the Senior Secured
                                         Debentures;



 


[“Debenture
Purchase Agreement” means the secured debenture purchase agreement dated May 14, 2018 among Gotham Green Fund 1, L.P.
Gotham Green Credit Partners SVP 1, L.P. and the other Lenders named therein, the Company, and the Company’s subsidiary
iAnthus Capital Management, LLC, as amended by that certain Amendment dated March 4, 2019 and that certain Second Amendment to
Secured Debenture Purchase Agreement and Debentures dated as of the date hereof (as further amended, restated, supplemented or
otherwise modified from time to time), pursuant to which the Lender has purchased the Senior Secured Debentures;]


 


		(d)	“Exercise
                                         Price” means US$          per Share or as may be adjusted pursuant to Section 5;



 


		(e)	“Expiry
                                         Date” means          , 20     ;



 


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



 


		(g)	“Holder”
                                         means the registered holder of a Warrant;



 


		(h)	“Lender”
                                         shall have the meaning ascribed thereto in the Debenture Purchase Agreement;



 


		(i)	“person”
                                         means an individual, corporation, partnership, trustee or any unincorporated organization,
                                         and words importing persons have a similar meaning;



 


		(j)	“Senior
                                         Secured Debentures” means 13% senior secured debentures of the Company issued
                                         to the Lender in the aggregate principal amount of $40,000,000, such debentures maturing
                                         thirty-six months from the Closing Date, subject to a twelve month extension by the Company
                                         in accordance with the terms of the debenture certificates and the Debenture Purchase
                                         Agreement;



 


[“Senior
Secured Debentures” means the 13% senior secured debentures, dated September 30, 2019, of the Company’s wholly
owned subsidiary iAnthus Capital Management, LLC issued to the Lender in the aggregate principal amount of US$20,000,000 in accordance
with the terms of the Debenture Purchase Agreement]


 






    - 1 -


     


    

 


		(k)	“Shares”
                                         or “shares” means the common shares or Class A convertible restricted
                                         voting shares, as the case may be, in the capital of the Company as constituted at the
                                         date of issue of a Warrant and any shares resulting from any event referred to in Part
                                         5;



 


		(l)	“Warrant”
                                         means a warrant as evidenced by the certificate, one (1) Warrant entitles the Holder
                                         to purchase one (1) common share of the Company (subject to adjustment as provided in
                                         this Warrant Certificate) at any time on or prior to May 14, 2021 at the Exercise Price
                                         set forth on the Warrant Certificate;



 


		(m)	“Warrant
                                         Certificate” means this certificate evidencing the Warrant; and



 


		(n)	“Warrant
                                         Exercise Form” means APPENDIX “B” hereof.



 


Interpretation


 


Section
1.2 In these Terms and Conditions, except as otherwise expressly provided herein:


 


		(a)	the
                                         words “herein”, “hereof”, and “hereunder” and other
                                         words of similar import refer to this Warrant Certificate as a whole and not to any particular
                                         Part, clause, subclause or other subdivision;



 


		(b)	a
                                         reference to a Part or a Section means a Part or a Section, as applicable, of these Terms
                                         and Conditions;



 


		(c)	the
                                         headings are for convenience only, do not form a part of these Terms and Conditions and
                                         are not intended to interpret, define or limit the scope, extent or intent of these Terms
                                         and Conditions or any of its provisions;



 


		(d)	all
                                         dollar amounts referred to herein are expressed in United States dollars funds;



 


		(e)	time
                                         will be of the essence hereof; and



 


		(f)	words
                                         importing the singular number include the plural and vice versa, and words importing
                                         the masculine gender include feminine and neuter genders.



 


Applicable
Law


 


Section
1.3 The Warrants will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada
applicable thereto and will be treated in all respects as legal contracts under the laws of the Province of British Columbia.


 


PART
2


ISSUE
OF WARRANTS


 


Additional
Warrants


 


Section
2.1 The Company may at any time and from time to time issue Warrants or grant options or similar rights to purchase shares
of the Company.


 






    - 2 -


     


    

 


Issue
in Substitution for Lost Warrants


 


Section
2.2 In case a Warrant Certificate will become mutilated, lost, destroyed or stolen, the Company in its discretion may issue
and deliver a new Warrant Certificate of like date and tenor 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 Warrants represented by such substituted Warrant Certificate will be entitled
to the benefit hereto and rank equally in accordance with its terms with all other Warrants of the same issue. The Company may
charge a reasonable fee for the issuance and delivery of a new Warrant Certificate.


 


Section
2.3 The applicant for the issue of a new Warrant Certificate pursuant hereto will bear the cost of the issue thereof and in
the case of loss, destruction or theft furnish to the Company such evidence of ownership, and of loss, destruction or theft of
the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Company in its reasonable discretion; and
such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and
will pay the reasonable charges of the Company in connection therewith.


 


Holder
not a Shareholder


 


Section
2.4 The holding of a Warrant alone will not constitute the Holder a shareholder of the Company with respect to the Shares
issuable upon exercise of such Warrant, nor entitle the Holder to any right or interest in respect thereof, except as expressly
provided in this Warrant Certificate.


 


Securities
Law Exemption


 


Section
2.5 The Holder acknowledges and agrees that the Warrants and any Shares issued pursuant to the exercise of any Warrants have
been or will be issued only on a “private placement” basis and that the Company has no obligation to, and does not
intend to, file any prospectus or registration statement in any jurisdiction in order to qualify any of such Warrants and/or Shares
for resale to the public.


 


PART
3 

OWNERSHIP


 


Exchange
of Warrants


 


Section
3.1 A Warrant Certificate in any authorized denomination, upon compliance with the reasonable requirements of the Company,
may be exchanged for a Warrant Certificate(s) in any other authorized denomination of the same issue entitling the Holder to purchase
an equal aggregate number of Shares at the same Exercise Price and on the same terms as the Warrant Certificate so exchanged.


 


Section
3.2 Warrants may be exchanged only with the Company. Any Warrants tendered for exchange will be surrendered to the Company
and cancelled.


 


Section
3.3 The Warrants are transferable by the Holder completing and submitting to the Company a completed and duly executed Warrant
Transfer Form.


 


Charges
for Exchange


 


Section
3.4 On exchange of Warrants, except as otherwise herein provided, payment of any transfer taxes or governmental or other charges
which are obligations of the party requesting such exchange will be made by such party.


 


Ownership
of Warrants


 


Section
3.5 The Company may deem and treat the Holder of a Warrant as the absolute owner of such Warrant for all purposes and will
not be affected by any notice or knowledge to the contrary.


 




    - 3 -


     


    

 


Notice
to Holder


 


Section
3.6 Unless herein otherwise expressly provided, any notice to be given hereunder to a Holder will be deemed to be validly
given, if mailed to the address of the Holder as set out on the Warrant Certificate or the applicable Warrant Transfer Form. Any
notice so given will be deemed to have been received five days from the date of mailing to the Holder or any market intermediary
then holding the Warrants of the Holder in any trust account.


 


PART
4 

EXERCISE OF WARRANTS


 


Method
of Exercise of Warrants


 


Section
4.1 The right to purchase Shares conferred by a Warrant may be exercised by the Holder surrendering the Warrant Certificate,
together with a duly completed and executed Warrant Exercise Form and a certified cheque, bank draft, or wire transfer payable
to, or to the order of the Company at the address as set out on the Warrant Certificate, for the purchase price applicable at
the time of surrender in respect of the shares subscribed for in lawful money of the United States and to the Company at the address
as set out on the Warrant Exercise Form.


 


Effect
of Exercise of Warrants


 


Section
4.2 Upon surrender and payment as aforesaid, the shares so subscribed for will be deemed to have been issued, and the Holder
will be deemed to have become the holder of such shares on the date of such surrender and payment, and such shares will be issued
at the Exercise Price as may be adjusted in the events and in the manner described herein.


 


Section
4.3 Within two business days after surrender and payment as aforesaid, the Company will forthwith cause to be delivered to
the person in whose name the shares are directed to be registered as specified in such Warrant Exercise Form, or if no such direction
is given, the Holder, a certificate for the appropriate number of shares not exceeding those which the Holder is entitled to purchase
pursuant to the Warrant Certificate surrendered.


 


Subscription
for Less than Entitlement


 


Section
4.4 A Holder may purchase a number of Shares less than the number which the Holder is entitled to purchase pursuant to the
surrendered Warrant Certificate. In the event of any purchase of a number of shares less than the number which can be purchased
pursuant to a Warrant Certificate, the Holder, upon exercise thereof, will, in addition to certificates representing shares issued
on such exercise, and be entitled to receive a new Warrant Certificate in respect of the balance of the shares which the Holder
was entitled to purchase pursuant to the surrendered Warrant Certificate but which were not then purchased.


 


Warrants
for Fractions of Shares


 


Section
4.5 To the extent that a Holder is entitled to receive on the exercise or partial exercise thereof a fraction of a Share,
such right may be exercised in respect of such fraction only in combination with another Warrant which in the aggregate will entitle
the Holder to receive a whole number of Shares.


 




    - 4 -


     


    

 


Expiration
of Warrants


 


Section
4.6 After the Expiry Date, all rights under the Warrants will wholly cease and terminate, and the Warrants will thereupon
be void and of no effect.


 


Section
4.7 In the event that the Company exercises its right under the Debenture Purchase Agreement to extend the maturity date of
the Senior Secured Debenture by twelve (12) months, such that the Senior Secured Debenture matures on May 14, 2022, the Expiry
Date shall automatically be extended for an additional twelve (12) months, such that the rights under this Warrant shall be exercisable
until 5:00 p.m. Toronto time on May 14, 2022.


 


Exercise
Price


 


Section
4.8 The price per Share which must be paid to exercise a Warrant is the Exercise Price, as may be adjusted in the events and
in the manner described herein.


 


Class
of Securities


 


Section
4.9 Notwithstanding anything contained in this Schedule “A” or the Warrant Certificate to which this Schedule
“A” is attached, [if the Warrants, or any of them, are exercised on or prior to June 29, 2018, then the Shares issued
upon exercise of the Warrants will be Class A convertible restricted voting shares in the capital of the Company. If the Warrants,
or any of them, are exercised after June 29, 2018, then] the Shares issued upon exercise of the Warrants will be common shares
in the capital of the Company.


 


PART
5 

ADJUSTMENTS AND ACCELERATION


 


Section
5.1 Adjustments


 


		(1)	Definitions:
                                         For the purposes of this Part 5, unless there is something in the subject matter or context
                                         inconsistent therewith, the words and terms defined below shall have the respective meanings
                                         specified therefor in this subsection:



 


		(a)	“Adjustment
                                         Period” means the period commencing on the date of issue of this Warrant and
                                         ending at the Expiry Time;



 


		(b)	“Current
                                         Market Price” means the price per share equal to the weighted average price
                                         at which the Shares have traded on the Canadian Securities Exchange or a senior stock
                                         exchange or, if the Shares are not then listed on such an exchange, in the over-the-counter
                                         market, during the period of any twenty (20) consecutive trading days ending not more
                                         than five (5) business days before such date;



 


		(c)	“director”
                                         means a director of the Company at the relevant time and, unless otherwise specified
                                         herein, a reference to action “by the directors” means action by the directors
                                         of the Company as a board or, whenever empowered, action by any committee of the directors
                                         of the Company; and



 


		(d)	“trading
                                         day” with respect to a stock exchange or over-the-counter market means a day
                                         on which such stock exchange or market is open for business.



 




    - 5 -


     


    

 


		(2)	Adjustments:
                                         The Exercise Price and the number of Shares issuable to the Holder pursuant to this Warrant
                                         shall be subject to adjustment from time to time in the events and in the manner provided
                                         as follows:



 


		(a)	If
                                         at any time during the Adjustment Period the Company shall:



 


		(i)	fix
                                         a record date for the issue of, or issue, Shares to the holders of all or substantially
                                         all of the outstanding Shares by way of a stock dividend;



 


		(ii)	fix
                                         a record date for the distribution to, or make a distribution to, the holders of all
                                         or substantially all of the Shares payable in Shares or securities exchangeable or exercisable
                                         for or convertible into Shares;



 


		(iii)	subdivide
                                         the outstanding Shares into a greater number of Shares; or



 


		(iv)	consolidate
                                         the outstanding Shares into a lesser number of Shares;



 


(any
of such events in subclauses 5.1(2)(a)(i), 5.1(2)(a)(ii), 5.1(2)(a)(iii) and 5.1(2)(a)(iv) above being herein called a “Share
Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Shares
are determined for the purposes of the Share Reorganization and the effective date of the Share Reorganization to the amount determined
by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a
fraction:


 


		(A)	the
                                         numerator of which shall be the number of Shares outstanding on such record date or effective
                                         date, as the case may be, before giving effect to such Share Reorganization; and



 


		(B)	the
                                         denominator of which shall be the number of Shares which will be outstanding immediately
                                         after giving effect to such Share Reorganization (including in the case of a distribution
                                         of securities exchangeable or exercisable for or convertible into Shares, the number
                                         of Shares that would be outstanding had such securities all been exchanged or exercised
                                         for or converted into Shares on such date).



 


To
the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection 5.1(2)(a) as a result of the fixing by
the Company of a record date for the distribution of securities exchangeable for or convertible into Shares, the Exercise Price
shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would
then be in effect based upon the number of Share actually issued and remaining issuable after such expiry and shall be further
readjusted in such manner upon the expiry of any further such right. If the Holder has not exercised its right to subscribe for
and purchase Shares on or prior to the record date of such stock dividend or distribution or the effective date of such subdivision
or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive and shall accept
in lieu of the number of Shares then subscribed for and purchased by the Holder, at the Exercise Price determined in accordance
with this Subsection 5.1(2)(a) the aggregate number of Shares that the Holder would have been
entitled to receive as a result of such Share Reorganization, if, on such record date or effective date, as the case may be, the
Holder had been the holder of record of the number of Shares so subscribed for and purchased.


 




    - 6 -


     


    




 


		(b)	If
                                         at any time during the Adjustment Period the Company shall fix a record date for the
                                         issue or distribution to the holders of all or substantially all of the outstanding Shares
                                         of rights, options or warrants pursuant to which such holders are entitled, during a
                                         period expiring not more than 45 days after the record date for such issue (such period
                                         being the “Rights Period”), to subscribe for or purchase Share or
                                         securities exchangeable for or convertible into Shares at a price per share to the holder
                                         (or in the case of securities exchangeable for or convertible into Shares, at an exchange
                                         or conversion price per share) at the date of issue of such securities of less than 95%
                                         of the Current Market Price of the Shares on such record date (any of such events being
                                         called a “Rights Offering”), the Exercise Price shall be adjusted
                                         effective immediately after the record date for such Rights Offering to the amount determined
                                         by multiplying the Exercise Price in effect on such record date by a fraction:



 


		(i)	the
                                         numerator of which shall be the aggregate of:



 


		(A)	the
                                         number of Shares outstanding on the record date for the Rights Offering; and



 


		(B)	the
                                         quotient determined by dividing:



 


either:
(a) the product of the number of Shares offered during the Rights Period pursuant to the Rights Offering and the price at which
such Shares are offered; or (b) the product of the exchange, exercise or conversion price of the securities so offered and the
number of Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged, exercised or converted,
as the case may be; by


 


the Current Market Price of the Shares as of the record date for the Rights Offering; and


 


		(ii)	the
                                         denominator of which shall be the aggregate of the number of Shares outstanding on such
                                         record date and the number of Shares offered pursuant to the Rights Offering (including
                                         in the case of the issue or distribution of securities exchangeable or exercisable for
                                         or convertible into Shares, the number of Shares into which such securities may be exchanged,
                                         exercised or converted).



 


Any
Share owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation.
To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection 5.1(2)(b) as a result of the fixing
by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Subsection 5.1(2)(b),
the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to
the Exercise Price which would then be in effect based
upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner
upon the expiry of any further such right.


 






    - 7 -


     


    

 


		(c)	If
                                         at any time during the Adjustment Period the Company shall fix a record date for the
                                         issue or distribution to the holders of all or substantially all of the Share of:



 


		(i)	shares
                                         of the Company of any class other than Shares;



 


		(ii)	rights,
                                         options or warrants to acquire Shares or securities exchangeable or exercisable for or
                                         convertible into Shares (other than rights, options or warrants pursuant to which holders
                                         of Shares are entitled, during a period expiring not more than 45 days after the record
                                         date for such issue, to subscribe for or purchase Shares or securities exchangeable or
                                         exercisable for or convertible into Shares at a price per share (or in the case of securities
                                         exchangeable or exercisable for or convertible into Shares at an exchange, exercise or
                                         conversion price per share on the record date for the issue of such securities) of at
                                         least 95% of the Current Market Price of the Shares on such record date);



 


		(iii)	evidences
                                         of indebtedness of the Company; or



 


		(iv)	any
                                         property or assets of the Company;



 


and
if such issue or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events
being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after
the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record
date for the Special Distribution by a fraction:


 


		(A)	the
                                         numerator of which shall be the difference between



 


the
product of the number of Shares outstanding on such record date and the Current Market Price of the Shares on such record date,
and


 


the
fair value, as determined by the directors of the Company, to the holders of Shares of the shares, rights, options, warrants,
evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and


 


		(B)	the
                                         denominator of which shall be the product obtained by multiplying the number of Shares
                                         outstanding on such record date by the Current Market Price of the Shares on such record
                                         date.



 






    - 8 -


     


    

 


Any
Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation.
To the extent that any adjustment
in the Exercise Price occurs pursuant to this Subsection 5.1(2)(c) as a result of the fixing by the Company of a record date for
the issue or distribution of rights, options or warrants to acquire Shares or securities exchangeable or exercisable for or convertible
into Shares referred to in this Subsection 5.1(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any
relevant exchange, exercise or conversion right to the amount which would then be in effect if the fair market value had been
determined on the basis of the number of Shares issued and remaining issuable immediately after such expiry, and shall be further
readjusted in such manner upon the expiry of any further such right.


 


		(d)	If
                                         at any time during the Adjustment Period there shall occur:



 


		(i)	a
                                         reclassification or redesignation of the Shares, any change of the Shares into other
                                         shares or securities or any other capital reorganization involving the Shares other than
                                         a Share Reorganization;



 


		(ii)	a
                                         consolidation, amalgamation or merger of the Company with or into any other body corporate
                                         which results in a reclassification or redesignation of the Shares or a change of the
                                         Shares into other shares or securities; or



 


		(iii)	the
                                         transfer of the undertaking or assets of the Company as an entirety or substantially
                                         as an entirety to another corporation or entity;



 


(any
of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization,
the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of this Warrant,
in lieu of the number of Shares which the Holder was theretofore entitled to purchase or receive upon the exercise of this Warrant,
the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder
would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had
been the registered holder of the number of Shares to which the Holder was theretofore entitled to purchase or receive upon the
exercise of this Warrant. If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the
application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to
the end that the provisions of this Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably
be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Warrant.


 


		(e)	If
                                         at any time during the Adjustment Period any adjustment or readjustment in the Exercise
                                         Price shall occur pursuant to the provisions of Subsections 5.1(2)(a), 5.1(2)(b), or
                                         5.1(2)(c) hereof, then the number of Shares purchasable upon the subsequent exercise
                                         of this Warrant shall be simultaneously adjusted or readjusted, as the case may be, by
                                         multiplying the number of Shares purchasable upon the exercise of this Warrant immediately
                                         prior to such adjustment or readjustment by a fraction which shall be the reciprocal
                                         of the fraction used in the adjustment or readjustment of the Exercise Price.



 




    - 9 -


     


    

 


		(3)	Rules:The
                                         following rules and procedures shall be applicable to adjustments made pursuant to Subsection
                                         5.1(2) of this Warrant.



 


		(a)	Subject
                                         to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to
                                         Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein
                                         shall occur.



 


		(b)	No
                                         adjustment in the Exercise Price shall be required unless such adjustment would result
                                         in a change of at least one per cent in the then Exercise Price; provided, however, that
                                         any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise
                                         have been required to be made shall be carried forward and taken into account in any
                                         subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof,
                                         no adjustment of the Exercise Price shall be made which would result in an increase in
                                         the Exercise Price or a decrease in the number of Shares issuable upon the exercise of
                                         this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv)
                                         hereof or a Capital Reorganization described in Subsection 5.1(2)(d)(ii) hereof).



 


		(c)	No
                                         adjustment in the Exercise Price or in the number or kind of securities purchasable upon
                                         the exercise of this Warrant shall be made in respect of any event described in Section
                                         5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis
                                         mutandis as if the Holder had exercised this Warrant prior to or on the record date
                                         or effective date, as the case may be, of such event.



 


		(d)	No
                                         adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise
                                         of this Warrant shall be made pursuant to Subsection 5.1(2) hereof in respect of the
                                         issue from time to time of Shares and Shares pursuant to this Warrant Certificate or
                                         pursuant to any stock option, stock purchase or stock bonus plan in effect from time
                                         to time for directors, officers or employees of the Company and/or any subsidiary of
                                         the Company and any such issue, and any grant of options in connection therewith, shall
                                         be deemed not to be a Share Reorganization, a Rights Offering nor any other event described
                                         in Subsection 5.1(2) hereof.



 


		(e)	If
                                         at any time during the Adjustment Period the Company shall take any action affecting
                                         the Shares, other than an action described in Subsection 5.1(2) hereof, which in the
                                         opinion of the directors would have a material adverse effect upon the rights of the
                                         Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise
                                         of this Warrant shall be adjusted in such manner and at such time by action by the directors,
                                         in their sole discretion, as may be equitable in the circumstances; provided, however,
                                         that any such adjustment shall be subject to the approval of the applicable recognized
                                         stock exchange (if the Shares are then listed on such stock exchange) and any other required
                                         regulatory approvals.



 


		(f)	If
                                         the Company shall set a record date to determine holders of Shares for the purpose of
                                         entitling such holders to receive any dividend or distribution or any subscription or
                                         purchase rights and shall, thereafter and before the distribution to such holders of
                                         any such dividend, distribution or subscription or purchase rights, legally
abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise
Price or the number of Shares purchasable upon exercise of this Warrant shall be required by reason of the setting of such record
date.



 




    - 10 -


     


    




 


		(g)	In
                                         any case in which this Warrant shall require that an adjustment shall become effective
                                         immediately after a record date for an event referred to in Subsection 5.1(2) hereof,
                                         the Company may defer, until the occurrence of such event:



 


		(i)	issuing
                                         to the Holder, to the extent that this Warrant is exercised after such record date and
                                         before the occurrence of such event, the additional Shares issuable upon such exercise
                                         by reason of the adjustment required by such event; and



 


		(ii)	delivering
                                         to the Holder any distribution declared with respect to such additional Shares after
                                         such record date and before such event;



 


provided,
however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence
of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise
of this Warrant and to such distribution declared with respect to any such additional Shares issuable on this exercise of this
Warrant.


 


		(h)	In
                                         the absence of a resolution of the directors fixing a record date for a Rights Offering,
                                         the Company shall be deemed to have fixed as the record date therefor the date of the
                                         issue of the rights, options or warrants issued pursuant to the Rights Offering.



 


		(i)	If
                                         a dispute shall at any time arise with respect to adjustments of the Exercise Price or
                                         the number of Shares purchasable upon the exercise of this Warrant, such disputes shall
                                         be conclusively determined by a firm of independent chartered accountants mutually acceptable
                                         to the Company and the Holder other than the auditors of the Company and any such determination
                                         shall be conclusive evidence of the correctness of any adjustment made pursuant to Subsection
                                         5.1(2) hereof and shall be binding upon the Company and the Holder.



 


		(j)	As
                                         a condition precedent to the taking of any action which would require an adjustment pursuant
                                         to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of
                                         Shares or other securities which are to be received upon the exercise thereof, the Company
                                         shall take any action which may, in the opinion of counsel to the Company, be necessary
                                         in order that the Company may validly and legally issue as fully paid and non-assessable
                                         shares all of the Shares or other securities which the Holder is entitled to receive
                                         in accordance with the provisions of this Warrant Certificate.



 


		(4)	Notice:
                                         At least seven (7) days prior to any record date or effective date, as the case may be,
                                         for any event which requires or might require an adjustment in any of the rights of the
                                         Holder under this Warrant, including the Exercise Price and the number of Shares which
                                         are purchasable under this Warrant, the Company shall deliver to the Holder a certificate of
the Company specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such
adjustment. In case any adjustment for which a notice in this Subsection 5.1(4) has been given is not then determinable, the Company
shall promptly after such adjustment is determinable deliver to the Holder a certificate providing the calculation of such adjustment.
The Company hereby covenants and agrees that the register of transfers and transfer books for the Shares will be open, and that
the Company will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription
contained in this Warrant Certificate, during such seven (7) day period.



 




    - 11 -


     


    




 


Determination
of Adjustments


 


Section
5.2 If any question will at any time arise with respect to any adjustments to be made under Part 5, such question will be
conclusively determined by the Company’s auditor, or, if the Company’s auditor declines to so act, any other chartered
accountant that the Company and the Holder mutually agree upon and designate (acting reasonably) and who will have access to all
appropriate records, and such determination will be binding upon the Company and the Holder.


 


Hold
Period


 


Section
5.3 [In addition to the hold period set out on the face page of this warrant and the restriction set out in Part 7,] the Shares
received by the Holder upon the exercise of the Warrants may be subject to a hold period as determined by the policies of the
Canadian Securities Exchange and/or other applicable securities laws of stock exchange polices the Company is then listed on.


 


PART
6 

COVENANTS BY THE COMPANY


 


Reservation
of Shares


 


Section
6.1 The Company will reserve, and there will remain unissued out of its authorized capital, a sufficient number of shares
to satisfy the rights of purchase provided for in all Warrants from time to time outstanding.


 


PART
7 

RESTRICTION ON EXERCISE


 


Section
7.1 Any certificates representing Shares issued upon exercise of the Warrants prior to the date that is four months and one
day after the date of issue of the Warrants, and any Shares issued in exchange for such Shares, will bear the following legends:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE          , 20     .”


 


provided
that at any time subsequent to the date which is four months and one day after the date hereof, any certificate representing any
such Shares may be exchanged for a certificate bearing no such legends.


 


Section
7.2 This Warrant and the Shares to be issued upon its exercise have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the
United States. This Warrant may not be exercised in the United States, or by or for the account or benefit of a U.S. person or
a person in the United States, unless (i) the Shares are
registered under the U.S. Securities Act and the applicable laws of any such state or (ii) an exemption from such registration
requirements is available and, in either case, the Holder has complied with the requirements set forth in the Warrant Exercise
Form attached hereto as APPENDIX “B”. “United States” and “U.S. person” are as defined
in Regulation S under the U.S. Securities Act.


 




    - 12 -


     


    

 


Section
7.3 Any Shares issued upon exercise of this Warrant in the United States, or to or for the account or benefit of a U.S. person
or a person in the United States, will be “restricted securities”, as defined in Rule 144(a)(3) under the U.S. Securities
Act. The certificates representing such Shares, as well as all certificates issued in exchange or in substitution therefor, until
such time as is no longer required under the applicable requirements of the U.S. Securities Act, or applicable state securities
laws, will bear, on the face of such certificate, the following legends:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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 PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY;
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH
THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN
OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT.


 


THE
PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED
HEREBY ON A CANADIAN STOCK EXCHANGE.”


 


provided,
that if the Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under
the U.S. Securities Act (“Regulation S”) and such Shares were acquired at a time when the Company is a “foreign
issuer” as defined in Regulation S, the legends set forth above in this Section 7.3 may be removed by providing a declaration
to the registrar and transfer agent of the Company, as set forth in Appendix “D” attached hereto (or in such other
form as the Company may prescribe from time to time); and provided, further, that, if the Shares are being sold otherwise than
in accordance with Rule 904 of Regulation S and other than to the Company, the legends may be removed by delivery to the registrar
and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory
to the Company that such legends are no longer required under applicable requirements of the U.S. Securities Act or state securities
laws.


 


Section
7.4 Notwithstanding any provision to the contrary contained herein, no Shares will be issued pursuant to the exercise of any
Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction,
and the certificates evidencing the Shares thereby issued may bear such legend as may, in the opinion of legal counsel to the
Company, be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the
requirements of
any stock exchange on which the Shares of the Company are listed, provided that, at any time, in the opinion of legal counsel
to the Company, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such
legended certificate, at that holder’s expense, provides the Company with evidence reasonably satisfactory in form and substance
to the Company (which may include an opinion of legal counsel reasonably satisfactory to the Company) to the effect that such
holder is entitled to sell or otherwise transfer such Shares in a transaction in which such legends are not required, such legended
certificate may thereafter be surrendered to the Company in exchange for a certificate which does not bear such legend.


 




    - 13 -


     


    




 


PART
8


MODIFICATION
OF TERMS, SUCCESSORS


 


Modification
of Terms and Conditions for Certain Purposes


 


Section
8.1 From time to time the Company may, subject to the provisions of the Warrant Certificate, when so directed by the Holder,
modify the terms and conditions hereof, for any one or more or all of the following purposes:


 


		(a)	adding
                                         to the provisions hereof such additional covenants and enforcement provisions as, in
                                         the opinion of counsel for the Company, are reasonably necessary or advisable in the
                                         circumstances;



 


		(b)	making
                                         such provisions not inconsistent herewith as may be reasonably necessary or desirable
                                         with respect to matters or questions arising hereunder or for the purpose of obtaining
                                         a listing or quotation of Warrants on any stock exchange or house;



 


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



 


		(d)	for
                                         any other purpose not inconsistent with the terms hereof, including the correction or
                                         rectification of any ambiguities, defective provisions, errors or omissions herein; and



 


		(e)	to
                                         evidence any succession of any corporation and the assumption by any successor of the
                                         covenants of the Company herein and in the Warrants contained as provided hereafter in
                                         this Part 8.



 


The
Company may Amalgamate on Certain Terms


 


Section
8.2 Nothing herein contained will prevent any amalgamation or merger of the Company with or into any other company, or the
sale of the property or assets of the Company to any company lawfully entitled to acquire the same; provided however that such
amalgamation or merger is permitted under the Debenture Purchase Agreement.


 


Additional
Financings


 


Section
8.3 Nothing herein contained will prevent the Company from issuing any other securities or rights with respect thereto during
the period within which a Warrant is exercisable, upon such terms as the Company may deem appropriate.


 


[End
of Schedule “A”]


 




    - 14 -


     


    

 


APPENDIX “A”


 


INSTRUCTIONS
TO HOLDERS


 


TO
EXERCISE:


 


To
exercise Warrants, the Holder must complete, sign and deliver the Warrant Exercise Form, attached as Appendix “B”
and deliver the Warrant Certificate(s) to the Company, indicating the number shares to be acquired.


 


TO
TRANSFER:


 


To
transfer Warrants, the Holder must complete, sign and deliver the Warrant Transfer Form, attached as Appendix “C”
and deliver the Warrant Certificate(s) to the Company. The Company may require such other certificates or opinions to evidence
compliance with applicable securities legislation in Canada.


 


To
transfer Warrants, the Warrant Holder’s signature on the Warrant Transfer Form must be guaranteed by an authorized officer
of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange.


 


GENERAL:


 


If
forwarding any documents by mail, registered mail must be employed.


 


If
the Warrant Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation
or any person acting in a fiduciary or representative capacity, the Warrant Certificate must also be accompanied by evidence of
authority to sign satisfactory to the Company.


 


The
address of the Company is:


 


iAnthus
Capital Holdings, Inc.


420 Lexington Avenue, Suite 414


New York, New York 10170


United States


 


Attention:
Chief Financial Officer


 


[End
of Appendix “A”]


 




     


     


    

 


WARRANT
EXERCISE FORM


 


		TO:	iAnthus
Capital Holdings, Inc.



420
Lexington Avenue, Suite 414


New York, New York 10170


United States


 


Attention:
Chief Financial Officer


 


The
undersigned Holder of the within Warrants hereby subscribes for                                     
common shares [or Class A convertible restricted voting shares, as the case may be] (the “Shares”) of
iAnthus Capital Holdings, Inc. (the “Company”) pursuant to the within Warrants on the terms and price
specified in the Warrants. This subscription is accompanied by a certified cheque, bank draft, or wire transfer payable to or
to the order of the Company for the whole amount of the purchase price of the Shares.


 


[If
the Warrants, or any of them, are exercised on or prior to June 29, 2018, then the Shares issued upon exercise of the Warrants
will be Class A convertible restricted voting shares in the capital of the Company. If the Warrants, or any of them, are exercised
after June 29, 2018, then] the Shares issued upon exercise of the Warrants will be common shares in the capital of the Company.


 


The
undersigned hereby directs that the Shares be registered as follows:


 


	NAME(S)
    IN FULL	ADDRESS(ES)	NUMBER
    OF SHARES
	 	 	 
	 	 	 


 


As
at the time of exercise hereunder, the undersigned Holder represents, warrants and certifies as follows (check one):


 


		☐	(A)
                                         the undersigned holder at the time of exercise of the Warrant is not in the United States,
                                         is not a “U.S. person” as defined in Regulation S under the United States
                                         Securities Act of 1933, as amended (the “U.S. Securities Act”), and
                                         is not exercising the Warrant for the account or benefit of a U.S. person or a person
                                         in the United States (as defined in Regulation S), and did not execute or deliver this
                                         exercise form in the United States; OR



 


		☐	(B)
                                         the undersigned holder is resident in the United States, is a U.S. person, or is exercising
                                         the Warrant for the account or benefit of a U.S. person or a person in the United States
                                         (a “U.S. Holder”), and is an “accredited investor”, as
                                         defined in Rule 501(a) of Regulation D under the U.S. Securities Act (a “U.S.
                                         Accredited Investor”), and has completed the U.S. Accredited Investor Status
                                         Certificate in the form attached to this exercise form; OR



 


		☐	(C)
                                         if the undersigned holder is a U.S. Holder, the undersigned holder has delivered to the
                                         Company and the Company’s transfer agent an opinion of counsel of recognized standing
                                         (which will not be sufficient unless it is in form and substance reasonably satisfactory
                                         to the Company) or such other evidence reasonably satisfactory to the Company to the
                                         effect that with respect to the Shares to be delivered upon exercise of the



 


Warrant,
the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an
exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.


 






     


     


    

 


Note:
Certificates representing common shares will not be registered or delivered to an address in the United States unless box (B)
or (C) immediately above is checked.


 


If
the undersigned Holder has indicated that the undersigned Holder is a U.S. Accredited Investor by marking box (B) above, the undersigned
Holder additionally represents and warrants to the Company that:


 


		(2)	the
                                         undersigned Holder has such knowledge and experience in financial and business matters
                                         as to be capable of evaluating the merits and risks of an investment in the Shares, and
                                         the undersigned is able to bear the economic risk of loss of his or her entire investment;



 


		(3)	the
                                         undersigned is: (i) purchasing the Shares for his or her own account or for the account
                                         of one or more U.S. Accredited Investors with respect to which the undersigned is exercising
                                         sole investment discretion, and not on behalf of any other person; (ii) is purchasing
                                         the Shares for investment purposes only and not with a view to resale, distribution or
                                         other disposition in violation of United States federal or state securities laws; and
                                         (iii) in the case of the purchase by the undersigned of the Shares as agent or trustee
                                         for any other person or persons (each a “Beneficial Owner”), the undersigned
                                         holder has due and proper authority to act as agent or trustee for and on behalf of each
                                         such Beneficial Owner in connection with the transactions contemplated hereby; provided
                                         that: (x) if the undersigned holder, or any Beneficial Owner, is a corporation or a partnership,
                                         syndicate, trust or other form of unincorporated organization, the undersigned holder
                                         or each such Beneficial Owner was not incorporated or created solely, nor is it being
                                         used primarily to permit purchases without a prospectus or registration statement under
                                         applicable law; and (y) each Beneficial Owner, if any, is a U.S. Accredited Investor;
                                         and



 


		(4)	the
                                         undersigned has not exercised the Warrants as a result of any form of general solicitation
                                         or general advertising (as such terms are used in Rule 502 of Regulation D under the
                                         U.S. Securities Act), including advertisements, articles, notices or other communications
                                         published in any newspaper, magazine or similar media, or broadcast over radio, television,
                                         the Internet or other form of telecommunications, or any seminar or meeting whose attendees
                                         have been invited by general solicitation or general advertising.



 


If
the undersigned has indicated that the undersigned is a U.S. Accredited Investor by marking box (B) above, the undersigned also
acknowledges and agrees that:


 


		(5)	the
                                         Company has provided to the undersigned the opportunity to ask questions and receive
                                         answers concerning the terms and conditions of the offering, and the undersigned has
                                         had access to such information concerning the Company as the undersigned has considered
                                         necessary or appropriate in connection with the undersigned’s investment decision
                                         to acquire the Shares;



 


		(6)	if
                                         the undersigned decides to offer, sell or otherwise transfer any of the Shares, the undersigned
                                         must not, and will not, offer, sell or otherwise transfer any of such Shares directly
                                         or indirectly, unless:



 


		(a)	the
                                         sale is to the Company;



 


		(b)	the
                                         sale is made outside the United States in a transaction meeting the requirements of Rule
                                         904 of Regulation S under the U.S. Securities Act and in compliance with applicable local
                                         laws and regulations;



 


		(c)	the
                                         sale is made pursuant to the exemption from the registration requirements under the U.S.
Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue
sky” laws; or



 


		(d)	the
                                         Shares are sold in a transaction that does not require registration under the U.S. Securities
                                         Act or any applicable state laws and regulations governing the offer and sale of securities,
                                         and it has prior to such sale furnished to the Company an opinion of counsel of recognized
                                         standing in form and substance reasonably satisfactory to the Company;



 






     


     


    

 


		(7)	the
                                         Shares are “restricted securities” under applicable federal securities laws
                                         and that the U.S. Securities Act and the rules of the United States Securities and Exchange
                                         Commission provide in substance that the undersigned may dispose of the Shares only pursuant
                                         to an effective registration statement under the U.S. Securities Act or an exemption
                                         therefrom;



 


		(8)	the
                                         Company has no obligation to register any of the Shares or to take action so as to permit
                                         sales pursuant to the U.S. Securities Act (including Rule 144 thereunder);



 


		(9)	the
                                         certificates representing the Shares (and any certificates issued in exchange or substitution
                                         for the Shares) will bear a legend stating that such securities have not been registered
                                         under the U.S. Securities Act or the securities laws of any state of the United States,
                                         and may not be offered for sale or sold unless registered under the U.S. Securities Act
                                         and the securities laws of all applicable states of the United States, or unless an exemption
                                         from such registration requirements is available;



 


		(10)	delivery
                                         of certificates bearing such a legend may not constitute “good delivery”
                                         in settlement of transactions on Canadian stock exchanges or over-the-counter markets,
                                         but a new certificate without such a legend will be made available to the undersigned
                                         upon provision by the undersigned of a declaration to the registrar and transfer agent
                                         (the “Transfer Agent”) of the Company’s common shares in the
                                         form attached as Appendix “D” to the Warrant Certificate (or in such other
                                         form as the Company may prescribe from time to time) and, if requested by the Company
                                         or the Transfer Agent, an opinion of counsel of recognized standing in form and substance
                                         reasonably satisfactory to the Company and the Transfer Agent, to the effect that such
                                         sale is being made in compliance with Rule 904 of Regulation S in circumstances where
                                         Rule 905 of Regulation S does not apply; and provided, further, that, if any Shares are
                                         being sold otherwise than in accordance with Rule 904 of Regulation S and other than
                                         to the Company, the legend may be removed by delivery to the Transfer Agent and the Company
                                         of an opinion of counsel of recognized standing in form and substance reasonably satisfactory
                                         to the Company that such legend is no longer required under applicable requirements of
                                         the U.S. Securities Act or state securities laws;



 


		(11)	the
                                         financial statements of the Company have been prepared in accordance with Canadian generally
                                         accepted accounting principles or International Financial Reporting Standards, which
                                         differ in some respects from United States generally accepted accounting principles,
                                         and thus may not be comparable to financial statements of United States companies;



 


		(12)	there
                                         may be material tax consequences to the undersigned of an acquisition or disposition
                                         of the Shares;



 


		(13)	the
                                         Company gives no opinion and makes no representation with respect to the tax consequences
                                         to the undersigned under United States, state, local or foreign tax law of the undersigned’s
                                         acquisition or disposition of any Shares; in particular, no determination has been made
                                         whether the Company will be a “passive foreign investment company” (commonly
                                         known as a “PFIC”) within the meaning of Section 1297 of the United
                                         States Internal Revenue Code;



 


		(14)	funds
                                         representing the subscription price for the Shares which will be advanced by the undersigned
                                         to the Company upon exercise of the Warrants will not represent proceeds of crime for
                                         the purposes of the United States Uniting and Strengthening America by Providing Appropriate
                                         Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”),
                                         and the undersigned acknowledges that the Company may in the future be required by law
                                         to disclose the undersigned’s name and other information relating to this exercise
                                         form and the undersigned’s subscription hereunder, on a confidential basis, pursuant
                                         to the PATRIOT Act. No portion of the subscription price to be provided by the undersigned
                                         (i) has been or will be derived from or related to any activity that is deemed criminal
                                         under the laws of the United States of America, or any other jurisdiction, or (ii) is
                                         being tendered on behalf of a person or entity who has not been identified to or by the
                                         undersigned, and it shall promptly notify the Company if the undersigned discovers that
                                         any of such representations ceases to be true and provide the Company with appropriate
                                         information in connection therewith;



 






     


     


    

 


		(15)	the
                                         Company is not obligated to remain a “foreign issuer”; and



 


		(16)	the
                                         undersigned consents to the Company making a notation on its records or giving instructions
                                         to any transfer agent of the Company in order to implement the restrictions on transfer
                                         set forth and described in this Warrant Exercise Form.



 


In
the absence of instructions to the contrary, the securities or other property will be issued in the name of or to the holder hereof
and will be sent by first class mail to the last address of the holder appearing on the register maintained for the Warrants.


 


DATED
this                             day
of                                       ,
20_____.


 


In the presence of:


 


 





	Signature
of Witness	 	Signature of Holder
	 	 	 
	 	 	 
	Witness’s Name	 	Name
and Title of Authorized Signatory for the Holder



  


 


INSTRUCTIONS
FOR SUBSCRIPTION


 


The
signature to the subscription must correspond in every particular with the name written upon the face of the Warrant Certificate
without alteration. If the registration in respect of the certificates representing the Shares to be issued upon exercise of the
Warrants differs from the registration of the Warrant


 


Certificates
the signature of the registered holder must be guaranteed by an authorized officer of a Canadian chartered bank, or of a major
Canadian trust company, or by a medallion signature guarantee from a member recognized under the Signature Medallion Guarantee
Program, or from a similar entity in the United States, if this transfer is executed in the United States, or in accordance with
industry standards.


 


In
the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s)
to sign must be proven to the satisfaction of the Company.


 


If
the Warrant Certificate and the form of subscription are being forwarded by mail, registered mail must be employed.


 


U.S.
ACCREDITED INVESTOR STATUS CERTIFICATE


 


In
connection with the exercise of certain outstanding warrants of iANTHUS CAPITAL HOLDINGS, INC. (the “Company”)
by the holder, the holder hereby represents and warrants to the Company that the holder, and each beneficial owner (each a “Beneficial
Owner”), if any, on whose behalf the holder is exercising such warrants, satisfies one or more of the following categories
of Accredited Investor (please write “W/H” for the undersigned holder, and “B/O” for each beneficial
owner, if any, on each line that applies):


 






     


     


    

 


	_____(1)	 	Any
                                         bank as defined in Section 3(a)(2) of the United States Securities Act of 1933, as amended
                                         (the “U.S. Securities Act”), or any savings and loan association or
                                         other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether
                                         acting in its individual or fiduciary capacity; any broker or dealer registered pursuant
                                         to Section 15 of the U.S. Securities Exchange Act of 1934; any insurance company as defined
                                         in Section 2(a)(13) of the U.S. Securities Act; any investment company registered under
                                         the U.S. Investment Corporation Act of 1940 or a business development company as defined
                                         in Section 2(a)(48) of that Act; any Small Business Investment Corporation licensed by
                                         the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small
                                         Business Investment Act of 1958; any plan established and maintained by a state, its
                                         political subdivisions, or any agency or instrumentality of a state or its political
                                         subdivisions, for the benefit of its employees, if such plan has total assets in excess
                                         of US$5,000,000; any employee benefit plan within the meaning of the U.S. Employee Retirement
                                         Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as
                                         defined in Section 3(21) of such Act, which is either a bank, savings and loan association,
                                         insurance company, or registered investment adviser, or if the employee benefit plan
                                         has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment
                                         decisions made solely by persons that are “accredited investors” (as such
                                         term is defined in Rule 501 of Regulation D of the U.S. Securities Act);



 


	_____(2)	 	Any
                                         private business development company as defined in Section 202(a)(22) of the U.S. Investment
                                         Advisers Act of 1940;



 


	_____(3)	 	Any
                                         organization described in Section 501(c)(3) of the U.S. Internal Revenue Code, corporation,
                                         Massachusetts or similar business trust, or partnership, not formed for the specific
                                         purpose of acquiring the securities offered, with total assets in excess of US$5,000,000;



 


	_____(4)	 	Any
trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and
business matters that he or she is capable of evaluating the merits and risks of the prospective investment);



 


	_____(5)	 	A
                                         natural person whose individual net worth, or joint net worth with that person’s
                                         spouse, at the time of purchase, exceeds US$1,000,000 (for the purposes of calculating
                                         net worth, (i) the person’s primary residence shall not be included as an asset;
                                         (ii) indebtedness that is secured by the person’s primary residence, up to the
                                         estimated fair market value of the primary residence at the time of this certification,
                                         shall not be included as a liability (except that if the amount of such indebtedness
                                         outstanding at the time of this certification exceeds the amount outstanding 60 days
                                         before such time, other than
as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii)
indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary
residence shall be included as a liability);



 


	_____(6)	 	A
                                         natural person who had annual gross income during each of the last two full calendar
                                         years in excess of US$200,000 (or together with his or her spouse in excess of US$300,000)
                                         and reasonably expects to have annual gross income in excess of US$200,000 (or together
                                         with his or her spouse in excess of US$300,000) during the current calendar year, and
                                         no reason to believe that his or her annual gross income will not remain in excess of
                                         US$200,000 (or that together with his or her spouse will not remain in excess of US$300,000)
                                         for the foreseeable future;



 


	_____(7)	 	Any
                                        director or executive officer of the Company; or



 


	_____(8)	 	Any
                                        entity in which all of the equity owners meet the requirements of at least one of the
                                        above categories – if this alternative is selected you must identify each equity
                                        owner and provide statements from each demonstrating how they qualify as an accredited
                                        investor.



 


[End
of Appendix “B”


 




     


     


    

 


APPENDIX “C”


 


WARRANT TRANSFER
FORM


 


		TO:	iAnthus
Capital Holdings, Inc.



420
Lexington Avenue,


Suite 414 New York, New


York 10170 United States


 


Attention:
Chief Financial Officer


 


FOR
VALUE RECEIVED, the undersigned holder (the “Transferor”) of the within Warrants
hereby sells,assignsandtransfersto                                                                (the“Transferee”),                                         
Warrants of iAnthus Capital Holdings, Inc. (the “Company”) registered in the name of the undersigned on
the records of the Company and irrevocably appoints                                         
the attorney of the undersigned to transfer the said securities on the books or register with full power
of substitution.


 


The
undersigned hereby directs that the Warrants hereby transferred be issued and delivered as follows:


 


	NAME
    IN FULL	ADDRESS	NUMBER
    OF WARRANTS
	 

                                                                                 
	 	 


 


The
Transferor hereby certifies that (check either A or B):


 


	_____    (A)	 	the
                                         transfer of the Warrants is being completed pursuant to an exemption from the registration
                                         requirements of the United States Securities Act of 1933, as amended (the “U.S.
                                         Securities Act”), in which case the Transferor has delivered or caused to be
                                         delivered by the Transferee a written opinion of U.S. legal counsel of recognized standing
                                         in form and substance reasonably satisfactory to the Company to the effect that the transfer
                                         of the Warrants is exempt from the registration requirements of the U.S. Securities Act;
                                         or



 


	_____    (B)	 	the
                                         transfer of the Warrants is being made in reliance on Rule 904 of Regulation S under
                                         the U.S. Securities Act, and certifies that:



 


		(1)	the
                                         undersigned is not an “affiliate” (as defined in Rule 405 under the U.S.
                                         Securities Act) of the Company (except solely by virtue of being an officer or director
                                         of the Company) or a “distributor”, as defined in Regulation S, or 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 believe that the buyer was
                                         outside the United States or (b) the transaction was executed on or through the facilities
                                         of a designated offshore securities market within the meaning of Rule 902(b) of Regulation
                                         S under the U.S. Securities Act, 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)	neither
                                         the seller nor any affiliate of the seller nor any person acting on their behalf engaged
                                         in any directed selling efforts in connection with the offer and sale of the Warrants;



 


		(4)	the
                                         sale is bona fide and not for the purpose of “washing off” the resale restrictions
                                         imposed because the Warrants are “restricted securities” (as such term is
                                         defined in Rule 144(a)(3) under the U.S. Securities Act);



 


		(5)	the
                                         Transferor does not intend to replace the securities sold in reliance on Rule 904 of
                                         the U.S. Securities Act 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, is part of a plan or a scheme to evade the
                                         registration provisions of the U.S. Securities Act.



 


Unless
otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.


 


DATED
this                             day
of                                       ,
20_____.


 


 


	Signature
    of Warrant Holder	 	Signature
    Guaranteed


 


 


INSTRUCTIONS
FOR TRANSFER


 


Signature
of the Warrant Holder must be the signature of the person appearing on the face of this Warrant Certificate.


 


If
the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any
person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign
satisfactory to the Company.


 


The
signature on the Transfer Form must be guaranteed by a chartered bank or trust company, or a member firm of an approved signature
guarantee medallion program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.


 


The
Warrants will only be transferable in accordance with applicable laws. The Warrants and the common shares issuable upon exercise
thereof have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state of the
United States, and may not be transferred to or for the account or benefit of a U.S. person or any person in the United States
without registration under the U.S. Securities Act and applicable state securities laws, or compliance with the requirements of
an exemption from registration. “United States” and “U.S. person” are as defined in Regulation
S under the U.S. Securities Act.


 


[End
of Appendix “C”]


 




     


     


    

 


APPENDIX
“D”


 


FORM
OF DECLARATION FOR REMOVAL OF LEGEND


 


		TO:	Registrar
and transfer agent for the shares of iAnthus Capital Holdings, Inc. (the “Issuer”)



 


The
undersigned (A) acknowledges that the sale of the common shares [or Class A convertible restricted voting shares, as
the case may be,] in the capital of the Issuer represented by certificate number , 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 an “affiliate” (as defined in Rule 405
under the U.S. Securities Act) of the Issuer (except solely by virtue of being an officer or director of the Issuer) or a “distributor”,
as defined in Regulation S, or 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 believe that the buyer was outside the United States, or (b) the
transaction was executed on or through the facilities of a designated offshore securities market within the meaning of Rule 902(b)
of Regulation S under the U.S. Securities Act, 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) neither the seller nor any affiliate of the seller nor any person
acting on their behalf has engaged in any directed selling efforts 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 such term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller
does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act 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, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities
Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.


 

	Dated:	 	 



 


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




  




     


     


    

 


Affirmation
by Seller’s Broker-Dealer 

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


 


We
have read the representations of our customer                                     
(the “Seller”) contained in the foregoing Declaration for Removal of Legend, dated                                     ,
20       , with regard to the sale, for such Seller’s account, of                                     
common shares (the “Securities”) of the Issuer represented by certificate number                                     .
We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent
to you as follows:


 


		(1)	(no
                                         offer to sell Securities was made to a person in the United States;



 


		(2)	the
                                         sale of the Securities was executed in, on or through the facilities of the Canadian
                                         Securities Exchange or another designated offshore securities market (as defined in Rule
                                         902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge,
                                         the sale was not pre-arranged with a buyer in the United States;



 


		(3)	no
                                         “directed selling efforts” were made in the United States by the undersigned,
                                         any affiliate of the undersigned, or any person acting on behalf of the undersigned;
                                         and



 


		(4)	we
                                         have done no more than execute the order or orders to sell the Securities as agent for
                                         the Seller and will receive no more than the usual and customary broker’s commission
                                         that would be received by a person executing such transaction as agent.



 


For
purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts”
means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the
market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities
from persons in the United States); and “United States” means the United States of America, its territories
or possessions, any State of the United States, and the District of Columbia.


 


Legal
counsel to the Issuer shall be entitled to rely upon the representations, warranties and covenants contained herein to the same
extent as if this affirmation had been addressed to them.


 


 





	Name
of Firm	 



 


	Per:	Authorized Signatory	 



 


[End
of Appendix “D”]