SUBSCRIPTION
AGREEMENT


Ethema Health
Corporation (the “Corporation”)


 


The
undersigned Subscriber hereby subscribes for a Series N Convertible Note of the Corporation (the “Note”) in
the principal amount indicated below next to the Subscriber’s signature (the “Subscription Price”) together
with Warrants to purchase common stock of the Corporation equal to the principal amount of the Note at a purchase price per share
of USD$0.12 (the “Warrants”). Each Subscriber may elect to convert the principal amount of the Note prior to
maturity date into shares of common stock of the Corporation at USD$0.08 per share. The Warrants may be exercised prior to March
___, 2022 to purchase one share of common stock of the Corporation at USD$0.12 per share for each Warrant exercised. Each Subscriber
should carefully read and will be required to sign and return the Note and Warrant Agreement, each attached hereto. The undersigned
Subscriber agrees that this subscription shall be further subject to the “Terms and Conditions of Subscription” attached
to and forming part of this subscription agreement (the “Agreement”). The Note and Warrants are sometimes referred
to herein as the “Securities”.


 


	Subscriber:

                                         

                                         ___________________________

                                         (Name of Subscriber – please print)

                                         

                                         By: _________________________

                                         (Authorized Signature)

        ___________________________

(Official Capacity or Title – please print)



_______________________________

(Subscriber's Address including Postal Code)

__________________________________




        _______________________________

        (Telephone Number)

        

        Principal Amount of Notes: $____________

        

        Aggregate Subscription Price (USD $):___________

         
	 
	 
	 
	 
	 


ACCEPTANCE:
The Corporation hereby accepts the above subscription on the terms and conditions contained in this Agreement and the Note
Agreement and Warrant Agreement control.


 





	DATED AS
OF:__________________	ETHEMA
    HEALTH CORPORATION	 
	 		
		By:______________________ 	 
		Name:	Shawn
    Leon
		Its:	President 







 


TERMS AND
CONDITIONS OF SUBSCRIPTION FOR SECURITIES


OF ETHEMA
HEALTH CORPORATION


		1.	Terms
                                         of the Offering



 


The
Subscriber hereby irrevocably subscribes for and agrees to accept from the Corporation, subject to the terms and conditions set
forth herein, the principal amount of the Note as set forth on the face page hereof and the Warrants for the Subscription Price.
The Corporation agrees to accept such subscription for the Note and Warrants in accordance with the terms hereof.


		2.	Closing



The
closing (“Closing”) is to be completed effective October ___, 2018 (the “Closing Date”).


		3.	Representations,
                                         Warranties and Covenants of the Subscriber



The
Subscriber hereby represents, warrants and covenants to and with the Corporation as follows (which representations, warranties
and covenants shall be true and correct on the date hereof and at the Closing Date, with the same force and effect as if they
had been made as of the Closing Date, and which shall survive Closing in accordance with section 6 hereof) and acknowledges that
the Corporation and its counsel are relying thereon:



    	 



    	 



    
		(a)	if
                                         the Subscriber is other than a natural person, the Subscriber has been duly formed and
                                         organized and is validly subsisting under the laws of the jurisdiction of its incorporation/formation,
                                         and is duly qualified to carry on business in such jurisdiction;



		(b)	if
                                         the Subscriber is other than a natural person, the Subscriber has the full right, power,
                                         and authority to execute this Agreement and all other agreements, documents and certificates
                                         necessary or desirable in connection herewith and to perform all of its obligations pursuant
                                         thereto;



		(c)	the
                                         person executing this Agreement and such other agreements, documents and certificates
                                         delivered to the Corporation in connection herewith on behalf of the Subscriber has the
                                         necessary power and authority to do so and the investment contemplated hereby has been
                                         duly authorized by all necessary action of the Subscriber;



		(d)	this
                                         Agreement and all other agreements, documents and certificates delivered to the Corporation
                                         in connection herewith have been duly and validly authorized, executed and delivered
                                         by, and constitute legal, valid, binding and enforceable obligations of, the Subscriber
                                         in accordance with their respective terms, subject to the fact that enforceability may
                                         be affected by bankruptcy, insolvency, arrangement, liquidation, moratorium, reorganization
                                         or other similar laws of general application relating to or affecting the enforcement
                                         of creditors’ rights generally and by general principles of equity, including,
                                         without limitation, the fact that equitable remedies (such as specific performance and
                                         injunctive relief) may only be awarded in the discretion of a court;



		(e)	it
                                         has been independently advised as to restrictions with respect to trading in the Securities
                                         imposed by applicable securities legislation in the United States of America and Canada
                                         and in the jurisdiction in which it resides; it confirms that no representation has been
                                         made to it by or on behalf of the Corporation with respect thereto; and it acknowledges
                                         that it is aware of the characteristics of the Securities, the risks relating to an investment
                                         therein and of the fact that it may not be able to resell the Securities except pursuant
                                         to exemptions under applicable securities legislation and regulatory policies, that the
                                         Securities may bear a legend to this effect and it is the responsibility of the Subscriber
                                         to find out what these restrictions are and to comply with them before selling the Securities.
                                         It will not resell the Securities, except in accordance with the provisions of applicable
                                         securities legislation;



		(f)	it
                                         is purchasing the Securities as principal and is an Accredited Investor, as contemplated
                                         in the Certificates of Accredited Investor attached hereto as Schedules “A”
                                         and “B”, will execute and deliver to the Corporation such Certificates, and,
                                         if required by applicable securities legislation, policies or orders or securities commission
                                         or other regulatory authority, will execute, deliver, file and otherwise assist the Corporation
                                         in filing such reports, undertakings and other documents with respect to the issue of
                                         the Securities, the expense of preparing, filing and delivering of which will be borne
                                         by the Corporation;



		(g)	it
                                         is acquiring the Securities for its own account for investment with no intention of distributing
                                         or selling any portion thereof within the meaning of the Securities Act, and will not
                                         transfer them in violation of the Securities Act or the then applicable rules or regulations
                                         thereunder. No one other than Subscriber has any interest in or any right to acquire
                                         the Note or Warrants. Subscriber understands and acknowledges that the Corporation will
                                         have no obligation to recognize the ownership, beneficial or otherwise, of such Note
                                         by anyone other than Subscriber;



		(h)	its
                                         financial condition is such that it is able to bear the risk of holding the Note for
                                         an indefinite period of time and the risk of loss of its entire investment in the Corporation;



		(i)	it
                                         has received and/or has had access to all material information regarding the Corporation.
                                         The Corporation has made available all additional information which the Subscriber has
                                         requested in connection with this subscription and has been afforded an opportunity (i)
                                         to ask questions of and receive answers from the management of the Corporation concerning
                                         an investment in the Corporation, and (ii) to obtain any additional information necessary
                                         to verify the accuracy of information otherwise furnished by the Corporation;



		(j)	it
                                         has such knowledge and experience in financial and business matters that it is capable
                                         of evaluating the merits and risks of acquisition of the Note and of making an informed
                                         investment decision with respect thereto;



		(k)	it
                                         is aware that its rights to transfer the Note are subject to substantial restrictions
                                         under the Securities Act and applicable state securities laws, and the absence of a market
                                         for the Note, and it will not offer for sale, sell, or otherwise transfer the Notes without
                                         complying with the provisions of applicable law;



		(l)	the
                                         address set forth below is the Subscriber’s true and correct principal business
                                         office;



		(m)	it
                                         is aware that no prospectus has been filed with any Canadian securities commission in
                                         connection with the sale of the Securities and that it is purchasing the Securities pursuant
                                         to an exemption from the prospectus requirements under applicable Canadian securities
                                         laws and, as a consequence, certain protections, rights and remedies provided by securities
                                         legislation will not be available to the Subscriber;



		(n)	it
                                         understands that the Note has not been registered pursuant to the Securities Act or any
                                         state securities laws in reliance on exemptions for private offerings, and it acknowledges
                                         that it is purchasing the Note without being furnished any offering literature or prospectus.
                                         It is aware that no securities commission or similar regulatory authority has reviewed
                                         or passed on the fairness or merits of the Securities and there is no government or other
                                         insurance covering the Securities;




    	 



    	 



    
		(o)	it
                                         represents and warrants that (i) except as disclosed to the Corporation in the Certificates
                                         of Accredited Investor which Subscriber has completed and returned herewith, no part
                                         of the funds used by it to acquire the Note constitutes assets of any “employee
                                         benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income
                                         Security Act of 1974, as amended (“ERISA”), or other “benefit plan
                                         investor” (as defined in U.S. Department of Labor Reg. §2510.3-101 et seq,
                                         as amended) or assets allocated to any insurance company separate account or general
                                         account in which any such employee benefit plan or benefit plan investor (or related
                                         trust) has any interest (any such purchaser using such assets, whether or not disclosed
                                         in the Questionnaire, being referred to herein as a “Benefit Plan Partner”),
                                         (ii) if Subscriber is a Benefit Plan Partner, the Corporation did not act as a “fiduciary”
                                         within the meaning of Section 3(21) of ERISA with respect to the purchase of the Note
                                         by Subscriber and (iii) if Subscriber is a Benefit Plan Partner, the purchase of such
                                         Note has been duly authorized in accordance with the governing documents of such Benefit
                                         Plan Partner.



		(p)	it
                                         understands that the Corporation is not providing any tax or legal advice to Subscriber
                                         and agrees that, to the extent it desires tax or legal advice in connection with this
                                         investment, it will retain its own independent tax advisors and/or counsel with respect
                                         thereto and will pay all related fees and expenses.



		(q)	its
                                         representations and warranties set forth herein and in the Certificates of Accredited
                                         Investor are true and accurate in all material respects as of the date of Closing and
                                         shall survive such date. If in any material respect such representations and warranties
                                         shall not be true and accurate prior to Closing, the Subscriber shall give immediate
                                         written notice of such fact to the Corporation, specifying which representations and
                                         warranties are not true and accurate and the reasons therefor;



		(r)	it
                                         acknowledges that it has received information from the Corporation to allow it to analyze
                                         this investment and the Corporation’s business, and agrees that it and its representatives
                                         shall, except as required by law and except to the extent that such information includes
                                         information that is in the public domain or has been independently acquired by the Subscriber
                                         through non-confidential sources, keep all such information confidential and shall use
                                         it only for the purpose of analyzing this investment and the Corporation’s business.



		4.	Representations,
                                         Warranties and Covenants of the Corporation



The
Corporation hereby represents, warrants and covenants to and with the Subscriber as follows (which representations, warranties
and covenants shall be true and correct on the date hereof and as of the Closing Date with the same force and effect as if they
had been made as of the Closing Date, and which shall survive Closing in accordance with section 9 hereof) and acknowledges that
the Subscriber and its counsel are relying thereon:


		(a)	the
                                         Corporation has been duly formed and organized and is validly subsisting under the laws
                                         of the jurisdiction of its incorporation/formation, and is duly qualified to carry on
                                         business in all jurisdictions where the Corporation is currently conducting its business;



		(b)	the
                                         Corporation has the full corporate right, power and authority to execute this Agreement
                                         and all other agreements, documents and certificates necessary or desirable in connection
                                         herewith and to perform all of its obligations pursuant thereto;



		(c)	the
                                         person executing this Agreement and such other agreements, documents and certificates
                                         delivered to the Subscriber in connection herewith on behalf of the Corporation has the
                                         necessary corporate power and authority to do so and the issuance of the Securities contemplated
                                         hereby has been duly authorized by all necessary corporate action of the Corporation;
                                         and



		(d)	this
                                         Agreement and all other agreements, documents and certificates delivered to the Subscriber
                                         in connection herewith have been duly and validly authorized, executed and delivered
                                         by, and constitute legal, valid, binding and enforceable obligations of, the Corporation
                                         in accordance with their respective terms, subject to the fact that enforceability may
                                         be affected by bankruptcy, insolvency, arrangement, liquidation, moratorium, reorganization
                                         or other similar laws of general application relating to or affecting the enforcement
                                         of creditors’ rights generally and by general principles of equity, including,
                                         without limitation, the fact that equitable remedies (such as specific performance and
                                         injunctive relief) may only be awarded in the discretion of a court.



		5.	Governing
                                         Law



This
Agreement is governed by the laws of the State of Colorado and the federal laws of the United States of America applicable therein.


		6.	Survival



The
representations and warranties contained in this Agreement or contained in any document or certificate given in order to carry
out the transactions contemplated hereby will survive the Closing.


		7.	Assignment



This
Agreement is not transferable or assignable by either party without the prior written consent of the other party.


		8.	Execution



This
Agreement may be executed in any number of counterparts and each such counterpart shall, for all purposes, be deemed an original
and all such counterparts shall together constitute but one and the same Agreement. Either party shall be entitled to rely on
delivery by facsimile or electronic transmission of an executed copy of this Agreement and acceptance by such party of such copy
shall be equally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with
the terms hereof.


		9.	Severability







    	 



    	 



    

The
invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Agreement.


		10.	Entire
                                         Agreement



This
Agreement, together with the agreements and other documents to be delivered pursuant hereto, contain the entire agreement between
the parties with respect to the subject matters thereof and there are no other terms, conditions, representations or warranties,
whether expressed or implied, oral or written, by statute or by common law or by the Corporation, the Subscriber or any third
party.


 


[Schedules
follow]




    	 



    	 



    

 


SCHEDULE
“A”


 


CERTIFICATE
OF ACCREDITED INVESTOR (CANADIAN)


 


TO:Ethema
Health Corporation (the “Issuer”)


 


Re:Purchase
of Notes and Warrants of the Issuer (the “Securities”)


 


The undersigned
(hereinafter referred to as the “Subscriber”) hereby certifies, covenants and agrees that:


 


		1.	the
                                         Subscriber is purchasing the Securities pursuant to an exemption from prospectus requirements
                                         available to it under National Instrument 45-106 – Prospectus and Registration
                                         Exemptions (“NI 45-106”). In particular, the Subscriber acknowledges that
                                         it is purchasing the Securities pursuant to the Private Issuer exemption under NI 45-106;



 


		2.	the
                                         Subscriber understands and agrees that the Securities are subject to resale restrictions
                                         and are not freely tradable and that the Securities may only be sold in compliance with
                                         applicable securities laws;



 


		3.	the
                                         Subscriber is purchasing the Securities as principal; and



 


		4.	the
                                         Subscriber is an accredited investor, as defined in NI 45-106, by virtue of being:



 


[please
check one or more that apply]


 


		(a)	an
                                         individual whose net income before taxes exceeded $200,000 in each of the 2 most recent
                                         calendar years or whose net income before taxes combined with that of a spouse exceeded
                                         $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably
                                         expects to exceed that net income level in the current calendar year,



		(b)	an
                                         individual who, either alone or with a spouse, beneficially owns financial assets having
                                         an aggregate realizable value that before taxes, but net of any related liabilities,
                                         exceeds $1,000,000,



		(c)	an
                                         individual who, either alone or with a spouse, has net assets of at least

                                         $5,000,000,



		(d)	a
                                         person, other than an individual or investment fund, that has net assets4 of
                                         at least

                                         $5,000,000 as shown on its most recently prepared financial statements and was not created
                                         and is not used solely to purchase or hold securities as an accredited investor,



		(e)	a
                                         person in respect of which all of the owners of interests, direct, indirect or beneficial,
                                         except the voting securities required by law to be owned by directors, are persons that
                                         are accredited investors,



		(f)	a
                                         Canadian financial institution, or a Schedule III bank under the Bank Act (Canada),



		(g)	the
                                         Business Development Bank of Canada incorporated under the Business Development Bank
                                         of Canada Act (Canada),



		(h)	____a
                                         subsidiary of any person referred to in paragraphs (f) or (g), if the person owns all
                                         of the voting securities of the subsidiary, except the voting securities required by
                                         law to be owned by directors of that subsidiary,



		(i)	a
                                         person registered under the securities legislation of a jurisdiction of Canada as an
                                         “adviser” or “dealer”, other than a person registered solely
                                         as a “limited market dealer” under one or both of the Securities Act (Ontario)
                                         or the Securities Act (Newfoundland and Labrador),



		(j)	an
                                         individual registered or formerly registered under the securities legislation of a jurisdiction
                                         of Canada as a representative of a person referred to in paragraph (i),



		(k)	the
                                         Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or
                                         wholly owned entity of the Government of Canada or a jurisdiction of Canada,



		(l)	a
                                         municipality, public board or commission in Canada and a metropolitan community, school
                                         board, the Comité de gestion de la taxe scolaire de l’île de Montréal
                                         or an intermunicipal management board in Québec;



		(m)	any
                                         national, federal, state, provincial, territorial or municipal government of or in any
                                         foreign jurisdiction, or any agency of that government,



		(n)	a
                                         pension fund that is regulated by either the Office of the Superintendent of Financial
                                         Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction
                                         of Canada,



		(o)	an
                                         investment fund5 that distributes or has distributed its securities
                                         only to



		(i)	a
                                         person that is or was an accredited investor at the time of the distribution,



 


		(ii)	a
                                         person that acquires or acquired securities in the circumstances referred to in sections
                                         2.10 [Minimum amount investment], and 2.19 [Additional investment in investment
                                         funds] of NI 45-106, or



 


		(iii)	a
                                         person described in paragraph (i) or (ii) that acquires or acquired securities under
                                         section 2.18 [Investment fund reinvestment] of NI 45-106,



		(p)	an
                                         investment fund5 that distributes or has distributed securities under
                                         a prospectus in a jurisdiction of Canada for which the regulator or, in Québec,
                                         the securities regulatory authority, has issued a receipt,



		(q)	a
                                         trust company or trust corporation registered or authorized to carry on business under
                                         the Trust and Loan Companies Act (Canada) or under comparable legislation in a
                                         jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed
                                         account managed by the trust company or trust corporation, as the case may be,



		(r)	a
                                         person acting on behalf of a fully managed account managed by that person, if that person



		(i)	is
                                         registered or authorized to carry on business as an adviser or the equivalent under the
                                         securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and



 


		(ii)	in
                                         Ontario, is purchasing a security that is not a security of an investment fund5;



 


		(s)	a
                                         registered charity under the Income Tax Act (Canada) that, in regard to the trade,
                                         has obtained advice from an eligibility adviser or an adviser registered under the securities
                                         legislation of the jurisdiction of the registered charity to give advice on the securities
                                         being traded,



		(t)	an
                                         entity organized in a foreign jurisdiction that is analogous to any of the entities referred
                                         to in paragraphs (f) to (i) or paragraph (n) in form and function,



		(u)	an
                                         investment fund5 that is advised by a person registered as an adviser
                                         or a person that is exempt from registration as an adviser, or



		(v)	a
                                         person that is recognized or designated by the securities regulatory authority or, except
                                         in Ontario and Québec, the regulator as an accredited investor.







    	 



    	 



    

 


 


SUBSCRIBER:


 


 


 


______________________


(Print Name)


 


 


By: ____________________


 


 


Date_____________________


 


 




    	 



    	 



    

SCHEDULE
“B”


 


CERTIFICATE
OF ACCREDITED INVESTOR (US)


 


 


Accredited
Investor Status. Subscriber understands that, in order to invest in the Corporation, the Subscriber must be an "Accredited
Investor" within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended ("Regulation D").
Subscriber hereby represents and warrants to the Corporation that the Subscriber is an Accredited Investor because he, she or
it meets one or more of the requirements set forth below. (Please mark all items which are applicable.)


 


Individual
Subscribers


 


___The
Subscriber is a director or executive officer of the issuer of the securities being offered or sold.


 


___The
Subscriber has an individual net worth, or joint net worth with his or her spouse, of more than $1,000,000, excluding the value
of the primary residence of such natural person. (In calculating a natural person’s net worth, the value of such natural
person’s primary residence, and any indebtedness secured by the primary residence (i.e., a mortgage) up to the fair market
value of the primary residence, should be excluded. To the extent that the indebtedness secured by such natural person’s
primary residence exceeds the fair market value of the primary residence, such excess is considered a liability and should be
deducted for purposes of calculating such natural person’s net worth.)


 


___ The
Subscriber had individual income (not including his or her spouse's income) in excess of $200,000 in each of the two most recent
years, or joint income with his or her spouse in excess of $300,000 in each of those years, and has a reasonable expectation of
reaching the same income level in the current year.


 


Other Subscribers


 


___The
Subscriber is a revocable grantor trust, and the grantor is an Accredited Investor (i.e., meets one or more of the requirements
set forth above--Indicate which requirements).


 


___The
Subscriber is a trust whose sole trustee is a bank or savings and loan association as described in Regulation D.


 


___The
Subscriber is a corporation, a limited liability company, a company or other entity not formed for the specific purpose of acquiring
the Notes in the Corporation, with total assets in excess of $5,000,000.


 


___The
Subscriber is a trust not formed for the specific purpose of acquiring the Notes in the Corporation, with total assets in excess
of $5,000,000, and the person making the investment decision has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of an investment in the Corporation.


 


___The
Subscriber is a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).


 


___The
Subscriber is a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act.


 


___The
Subscriber is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.


 


___The
Subscriber is an insurance company as defined in Section 2(13) of the Securities Act.


 


___The
Subscriber is an investment company registered under the Investment Company Act of 1940, as amended, or a business development
company as defined in Section 2(a)(48) of the Securities Act.


 


___The
Subscriber is an entity but does not meet either of the qualifications set forth above; however, each owner of equity interests
in Subscriber qualifies as an Accredited Investor. Please attach a list of all owners and indicate how each equity owner qualifies
as an Accredited Investor.


 


IN
WITNESS WHEREOF, the undersigned executes this Accredited Investor Questionnaire as of the date noted below.


 


SUBSCRIBER:


 


 


_______________________


(Print Name)


 


 


By:___________________


(Signature)


 


Date:_________________