Exhibit 10.11


 






THE SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF 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 OCTOBER 30, 2022 UNLESS HOLDER HAS EXERCISED ITS RIGHTS PRIOR
THERETO.


 


iANTHUS CAPITAL HOLDINGS,
INC. 


(Incorporated under the laws of British Columbia)


 





	Certificate Number:	Warrants
to Purchase           Common Shares



  


COMMON SHARE PURCHASE WARRANTS


 


THIS IS TO CERTIFY THAT,
for value received,              (the “Holder”) is entitled to subscribe for and purchase at any time on or before 5:00
p.m. Toronto time on              , 20           (the “Expiry Date”), up to              fully paid and non-assessable common shares without par
value in the capital of the Company, (collectively the “Shares” and individually, a “Share”), at a price
of $                per Share. 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 Suite 2740, 22 Adelaide Street West, Toronto, Ontario,
M5H 3E3 (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 duty authorized officer, this


  


	 	iANTHUS CAPITAL HOLDINGS, INC.
	 	 
	 	Per:






  






     


     


    

 


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



 


		(d)	“Expiry Date” means                      , 20 ;



 


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



 


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



 


		(g)	“Joint Actors” has the meaning ascribed thereto in Section 7.1;



 


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



  


		(i)	“Shares” or “shares” means the common shares, without
par value, 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 Section 4.7;



 


		(j)	“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) on or before the Expiry Date at the Exercise Price set forth on the Warrant Certificate;



 


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



 






    - 1 -


     


    

 


		(l)	“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 Canadian 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.


 


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 hereof 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.


 






    - 2 -


     


    

 


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 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 will not constitute the Holder a shareholder of the Company, nor entitle the Holder to any right or interest in respect
thereof, except as expressly provided in the 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.


 


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, the Company, except as otherwise herein provided, may charge a reasonable fee for each new Warrant Certificate issued,
and payment of any transfer taxes or governmental or other charges required to be paid will be made by the party requesting such
exchange.


 


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.


 






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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. 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 Canada 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 ten 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.


 






    - 4 -


     


    

 


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.


 


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.


 


Exercise Price


 


Section 4.7 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.


 


PART
5 

ADJUSTMENTS


 


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.



 


		(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:



 






    - 5 -


     


    

 


		(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).



 






    - 7 -


     


    

 


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.


 


		(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:


 






    - 8 -


     


    

 


		(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.



 


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;



 






    - 9 -


     


    

 


(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.



 


		(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).



 






    - 10 -


     


    

 


		(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.



 


		(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



 






    - 11 -


     


    

 


		(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.



 






    - 12 -


     


    

 


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
may 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 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


 


Blocking Language


 


Section 7.1 Notwithstanding
anything contained herein to the contrary, the rights represented by this Warrant Certificate will not be exercisable by the Holder,
in whole or in part, and the Company will not give effect to any such exercise, if, after giving effect to such exercise, the Holder,
together with any person or company acting jointly or in concert with the Holder (the “Joint Actors”) would in the
aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is twenty
percent (20%) or greater of the total issued and outstanding voting securities of the Company, immediately after giving effect
to such exercise. For greater certainty, the rights represented by this Warrant Certificate will not be exercisable by the Holder,
in whole or in part, and the Company will not give effect to any such exercise, if, after giving effect to such exercise, the Holder,
together with its Joint Actors, would be deemed to hold a number of voting securities sufficient to materially affect the control
of the Company. The Company herby acknowledges and agrees that the members of the Holder, in the event that the Warrants held by
the Holder are distributed to such persons, will not constitute Joint Actors on the basis that they are or were each members of
the Holder.


 






    - 13 -


     


    

 


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.


 


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 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 satisfactory to the Company that such legends
are no longer required under applicable requirements of the U.S. Securities Act or state securities laws.


 






    - 14 -


     


    

 


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 satisfactory in form and substance to the Company (which may
include an opinion of legal counsel 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.


 


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 necessary or advisable in the circumstances;



 


		(b)	making such provisions not inconsistent herewith as may be necessary or
desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of 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.



 






    - 15 -


     


    

 


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 the company formed by such merger
or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Company will
be a company organized and existing under the laws of Canada or of the United States of America or any Province, State, District
or Territory thereof, which will, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual
performance and observance of all the covenants and conditions hereof to be performed or observed by the Company and will succeed
to and be substituted for the Company, and such changes in phraseology and form (but not in substance) may be made in the Warrant
Certificate as may be appropriate in view of such amalgamation, merger or transfer. 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”]


 






    - 16 -


     


    

 


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 mailing address of the


 


Company is: iAnthus
Capital


  


Holdings, Inc. 


Suite 2740, 22 Adelaide


Street West Toronto,


Ontario, M5H 3E3


Canada


 


Attention: Chief Financial
Officer


 


[End of Appendix “A”]


 


EXCHANGE WARRANT CERTIFICATE ISSUABLE TO MPX WARRANTHOLDERS
PURSUANT TO PLAN OF ARRANGEMENT COMPLETED ON OCTOBER 18, 2018 (NO HOLD PERIOD)


 






     


     


    

 


APPENDIX “B”


 


WARRANT EXERCISE FORM


 





	TO:	iAnthus Capital Holdings, Inc.

Suite 2740, 22 Adelaide 

Street West Toronto, 

Ontario, M5H 3E3 

Canada
	 	 
	 	Attention: Chief Financial Officer



   


The undersigned
Holder of the within Warrants hereby subscribes for __________ common shares (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 or bank draft payable to or to the order of the Company for the whole amount of the purchase
price of the Shares.


 


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 satisfactory to the Company) or such other evidence 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 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 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 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 has ceased to be a “foreign private issuer” under
the rules of the U.S. Securities and Exchange Commission and will cease to be eligible to use the rules and forms available to
foreign private issuers as of December 31, 2019; 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. Initials _________	 	
        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 Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business
Investment Company 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. Initials ________	 	Any private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940;
	 	 	 
	3. Initials ________	 	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. Initials ________	 	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);








 


EXCHANGE WARRANT CERTIFICATE ISSUABLE TO
MPX WARRANTHOLDERS PURSUANT TO PLAN OF ARRANGEMENT COMPLETED ON OCTOBER 18, 2018 (NO HOLD PERIOD)


 






     


     


    

 


	5. Initials  ________	 	
        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 (note: 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. Initials ________	 	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. Initials ________	 	Any director or executive officer of the Issuer; or
	 	 	 
	8. Initials ________	 	
        Any entity
in which all of the equity owners meet the requirements of at least one of the above categories – if this category 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.

                           Suite 2740, 22 Adelaide

                           Street West Toronto,

                           Ontario, M5H 3E3

                           Canada

	 	 
	 	Attention: Chief Financial Officer



 


FOR VALUE
RECEIVED, the undersigned holder (the “Transferor”) of the within Warrants hereby sells, assigns and transfers to
_____________________________ (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 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 of the Issuer, 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:


 


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



 


	(18)	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;



 


	(19)	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



  


	(20)	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