Exhibit 4.6


 


GLASS HOUSE BRANDS INC.


 


(FORMERLY KNOWN AS MERCER PARK BRAND ACQUISITION CORP.),


 


as the Corporation


 


and


 


ODYSSEY TRUST COMPANY,


 


as the Warrant Agent


 


 


SUPPLEMENT TO THE WARRANT AGENCY AGREEMENT


 


As of June 29, 2021


 


 






     


     


    

 


THIS SUPPLEMENT
TO THE WARRANT AGENCY AGREEMENT (the “Supplement”) dated as of June 29, 2021


 


BETWEEN:


 


GLASS HOUSE BRANDS INC.,


incorporated under the laws of the Province
of British Columbia (hereinafter called the “Corporation”)


 


AND


 


ODYSSEY TRUST COMPANY,


a trust company incorporated under the
Loan and Trust Corporations Act (Alberta) with an office in the City of Calgary in the Province of Alberta (hereinafter called
the “Warrant Agent”)


 


RECITALS


 


WHEREAS:


 


		1.	The Corporation and the Warrant Agent executed a warrant agency agreement dated as of May 13, 2019
(the “Warrant Agency Agreement”), governing the terms of certain share purchase warrants in the capital of the Corporation
(the “Warrants”, and each, a “Warrant”).



 


		2.	Pursuant to the Warrant Agency Agreement, in addition to certain “cashless” exercise rights
for certain holders, each holder of a Warrant (“Holder”) was entitled to receive, upon the exercise of such Holder’s
whole Warrant(s) and subject to adjustment in accordance with the terms and conditions of the Warrant Agency Agreement, one (1) Class A
restricted voting share of the Corporation (each, a “Class A Restricted Voting Share”) at an exercise price of
US$11.50 per Class A Restricted Voting Share.



 


		3.	The Warrants would become exercisable only commencing 65 days following the date of the closing of the
Corporation’s qualifying transaction, as defined in the Exchange’s listing manual (“Qualifying Transaction”).



 


		4.	The Corporation entered into an agreement and plan of merger with, inter alios, GH Group, Inc.,
a Delaware corporation (“GH Group”), and certain of its shareholders in order for the Corporation, or a wholly owned
subsidiary of the Corporation, to acquire all of the equity interests of GH Group (the “Transaction”), which will also
qualify as the Corporation’s Qualifying Transaction.



 


		5.	In connection with the Transaction, the Corporation has effected and intends to effect certain amendments
to its notice of articles and articles, including to be renamed “Glass House Brands Inc.” (the “Amendments”).



 



     


     


    

 


		6.	The Amendments provide for, among other things: (i) the creation of two new share classes of the
Corporation, being the restricted voting shares and the limited voting shares, and the attachment of special rights and restrictions to
those shares, including applying coattail terms to such shares similar to those applicable to the existing subordinate voting shares of
the Corporation; (ii) the amendment of the special rights and restrictions attached to the existing subordinate voting shares, including
without limitation, the amendment of the requirements on who may hold such shares; (iii) the amendment of the special rights and
restrictions attached to the existing multiple voting shares (the “Multiple Voting Shares”) in order to convert the
terms of such class of shares into nominal value preferred shares with a US$0.001 per share redemption and liquidation value, carrying
50 votes per Multiple Voting Share, having limited transferability and being subject to a three (3) year sunset provision, at which
time they would be automatically redeemed by the Corporation; and (iv) the amendment of the special rights and restrictions attached
to the Class A Restricted Voting Shares and Class B Shares so that, effective simultaneously with the closing of the Transaction,
the unredeemed Class A Restricted Voting Shares and Class B Shares would be converted on a one-for-one basis into subordinate,
restricted or limited voting shares (as newly constituted, the “Subordinate Voting Shares”).



 


		7.	As of the closing of the Transaction (the “Effective Date”), among other things:



 


		(a)	each whole Warrant outstanding will represent an equivalent whole Warrant of the Corporation (as the resulting
issuer of the Transaction); and



 


		(b)	each Holder of a Warrant outstanding immediately prior to the Effective Date will become entitled to receive,
upon the exercise for cash of such Holder’s whole Warrant, one (1) Subordinate Voting Share (as newly constituted) at an exercise
price of US$11.50 per Subordinate Voting Share.



 


		8.	The Transaction, together with the Amendments, constitutes a Capital Reorganization (as defined in Section 4.1(1)(c) of
the Warrant Agency Agreement).



 


		9.	Section 4.1(1)(d) of the Warrant Agency Agreement authorize the Corporation and the Warrant
Agent to execute and deliver a supplemental agreement to give effect to a Capital Reorganization under the Warrant Agency Agreement.



 


		10.	The Corporation wishes to amend the Warrant Agency Agreement in order to reflect the foregoing recitals,
which are made as representations of the Corporation and not by the Warrant Agent.



 


		11.	The Warrant Agent has agreed to enter into this Supplement to the Warrant Agency Agreement and to hold
all rights, interests and benefits contained herein for and on behalf of those persons who are holders of Warrants issued pursuant to
the Warrant Agency Agreement, as modified by this Supplement to the Warrant Agency Agreement from time to time.



 



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NOW
THEREFORE THIS SUPPLEMENT TO THE WARRANT AGENCY AGREEMENT WITNESSES that for good and valuable consideration mutually given
and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:


 


SECTION 1


DEFINITIONS AND AMENDMENTS TO WARRANT AGENCY AGREEMENT


 


	(1)	Definitions



 


This Supplement to the Warrant
Agency Agreement is supplemental to the Warrant Agency Agreement, and the Warrant Agency Agreement shall henceforth be read in conjunction
with this Supplement to the Warrant Agency Agreement, and all the provisions of the Warrant Agency Agreement, except only insofar as the
same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Warrant
Agency Agreement and of this Supplement to the Warrant Agency Agreement were contained in one instrument, and the expressions used herein
shall have the same meaning as is ascribed to the corresponding expressions in the Warrant Agency Agreement. Except as otherwise defined
herein, all capitalized terms contained in this Supplement to the Warrant Agency Agreement (including the recitals hereto) shall have
the meanings given to them in the Warrant Agency Agreement.


 


		(2)	Interpretation



 


On and after the date hereof,
each reference to the Warrant Agency Agreement, as amended by this Supplement to the Warrant Agency Agreement, “this Warrant Agency
Agreement”, “Agreement”, ”this Agreement”, ”herein”, ”hereby”, and similar references,
and each reference to the Warrant Agency Agreement in any other agreement, certificate, document or instrument relating thereto, shall
mean and refer to the Warrant Agency Agreement, as amended hereby. Except as specifically amended by this Supplement to the Warrant Agency
Agreement, all other terms and conditions of the Warrant Agency Agreement shall remain in full force and unchanged.


 


		(3)	Amendments to Warrant Agency Agreement



 


		(a)	Recitals B through F inclusive of the Warrant Agency Agreement are hereby deleted in their entirety.



 


		(b)	A new Recital B. of the Warrant Agency Agreement is hereby added to read as follows:



 


		(i)	“B.        The Corporation (then known as Mercer
Park Brand Acquisition Corp.) entered into an agreement and plan of merger with, inter alios, GH Group, Inc., a Delaware corporation,
and certain of its shareholders, in order for the Corporation, or a wholly owned subsidiary of the Corporation, to acquire all of the
common equity interests of GH Group (the “Transaction”), which also qualified as the Corporation’s Qualifying Transaction
(as such term is defined in the Neo Exchange Inc. Listing Manual). In connection with the completion of the Transaction, the Corporation
has effected or will effect certain amendments to its notice of articles and articles (the “Amendments”), including
being renamed “Glass House Brands Inc.””



 






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		(c)	A new Recital C. of the Warrant Agency Agreement is hereby added to read as follows:



 


		(i)	“C.        The Amendments provide for, among other things: (i) the creation of two new share classes
of the Corporation, being the restricted voting shares and the limited voting shares, and the attachment of special rights and restrictions
to those shares, including applying coattail terms to such shares; (ii) the amendment of the special rights and restrictions attached
to the existing subordinate voting shares, including without limitation, the amendment of the requirements on who may hold such shares;
(iii) the amendment of the special rights and restrictions attached to the existing multiple voting shares (the “Multiple
Voting Shares”) in order to convert the terms of such class of shares into nominal value preferred shares with a US$0.001 per
share redemption and liquidation value, carrying 50 votes per Multiple Voting Share, having limited transferability and being subject
to a three (3) year sunset provision, at which time they are to be automatically redeemed by the Corporation; and (iv) the amendment
of the special rights and restrictions attached to the Class A Restricted Voting Shares and Class B Shares so that, effective
simultaneously with the closing of the Transaction, the unredeemed Class A Restricted Voting Shares and Class B Shares are converted
on a one-for-one basis into subordinate, restricted or limited voting shares (as newly constituted, the “Subordinate Voting Shares”).”



 


		(d)	A new Recital D. of the Warrant Agency Agreement is hereby added to read as follows:



 


		(i)	“D.
                                                                                                                                                                         As of the closing of the Transaction, among other things:





 


		i.	each whole Warrant outstanding will represent an equivalent
whole warrant of the Corporation (as the resulting issuer of the Transaction);





 


		ii.	each Holder of a Warrant outstanding immediately prior to the
closing of the Transaction will become entitled to receive, upon payment by the Holder of the Exercise Price, and subject to adjustment
and penalties in certain circumstances, one Share, being a Subordinate Voting Share (as newly constituted) of the Corporation, at an
exercise price of US$11.50 per Share (similarly, the applicable number of Shares, being Subordinate Voting Shares of the Corporation,
will be issuable on a “cashless” basis subject to and in accordance with Section 3.2(3) or Section 3.2(4),
as applicable, of this Agreement); and





 



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		iii.	the Warrants become exercisable commencing on the date that
is 65 days following the date of the closing of the Transaction (the “Commencement Time”) and terminating at the Expiry
Time upon and subject to the terms and conditions herein set forth;”





 


		(e)	The following definitions in Section 1.1 of the Warrant Agency Agreement are hereby amended to read
as follows:



 


		(i)	“Agreement” or “this Agreement” means this warrant agency agreement
dated as of the date hereof between the Corporation and the Warrant Agent, as amended or supplemented from time to time including by this
Supplement to the Warrant Agency Agreement;



 


		(ii)	“Commencement Time” has the meaning ascribed thereto in recital (D);



 


		(iii)	“Corporation” means Glass House Brands Inc., and includes any Successor Corporation
to or of Glass House Brands Inc., which has complied with the provisions of Article 8;



 


		(iv)	“Designated Jurisdictions” means all of the provinces and territories of Canada, other
than the Province of Quebec;



 


		(v)	“Equity Shares” means the Shares and any shares of any other class or series of the
Corporation which may, from time to time, be authorized for issue if, by their terms, such shares confer on the holders thereof the right
to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation
beyond a fixed sum or a fixed sum plus accrued Dividends;



 


		(vi)	“Expiry Date” means, with respect to any Warrant, June 29, 2026, provided that
if an Acceleration Event occurs and the Corporation accelerates the Expiry Date in accordance with Section 3.3, the Expiry Date shall
be determined in accordance with Section 3.3;



 


		(vii)	“Founders’ Warrant” means, the 6,864,500 Warrants sold to the Sponsor in connection
with the Offering;



 






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		(viii)	“Offering” means the initial public offering and sale of an aggregate of 13,475,000
Class A Restricted Voting Units at a price of US$10.00 per Class A Restricted Voting Unit (and which also qualified the distribution
of the Class B Units and the Warrants issued to the Sponsor);



 


		(ix)	“Shares” means the Subordinate Voting Shares (as newly constituted) for which the Warrants
are conferred the right to acquire, and provided that in the event of any adjustment in accordance with the provisions of Article 4
hereof, “Shares” shall thereafter mean the shares or other securities or property resulting from such adjustment, and
 “Share” means any one of them;



 


		(x)	“Subordinate Voting Shares” has the meaning ascribed thereto in recital (C);



 


		(xi)	“U.S. Private Placement Memorandum” means the final U.S. private placement memorandum
which contains the final prospectus of the Corporation dated May 7, 2019, pursuant to which certain Qualified Institutional Buyers
purchased the Class A Restricted Voting Units in the Offering; and



 


		(xii)	“Warrants” means the 28,489,500 share purchase warrants of the Corporation created
and issued hereunder (together with any additional Warrants pursuant to further issuances by the Corporation after the closing date of
the Transaction, if applicable), and for the time being outstanding entitling registered holders thereof to acquire, upon the valid exercise
for cash of each whole Warrant and subject to adjustment in certain circumstances, one Share in accordance with the terms hereof (or alternatively,
the applicable number of Shares will be issuable on a “cashless” basis subject to and in accordance with Section 3.2(3) or
Section 3.2(4), as applicable, of this Agreement), and “Warrant” means any one of them.



 


		(f)	The following definitions in Section 1.1 of the Warrant Agency Agreement are hereby added to read
as follows:



 


		(i)	“Amendments” has the meaning ascribed thereto in recital (B);



 


		(ii)	“Multiple Voting Shares” has the meaning ascribed thereto in recital (C);



 


		(iii)	“Transaction” has the meaning ascribed thereto in recital (B).



 


		(g)	The definitions of “Closing of the Offering”, “Escrow Funds”,
                                                              “Founders’ Shares”, “Over-Allotment Option”, “Permitted Timeline”,
                                                              “Prospectus”, “Underwriter” and “Unit Certificate”
in Section 1.1 of the Warrant Agency Agreement are hereby deleted in their entirety.



 






    7


     


    

 


		(h)	All references to “a Qualifying Transaction” or “the Qualifying Transaction” in
the Warrant Agency Agreement shall be replaced with “the Transaction”, and the definition of “Qualifying Transaction”
shall be deleted in its entirety.



 


		(i)	Section 2.1(2) shall be amended to read as follows:



 


“Subject to the terms and conditions
of this Agreement, a total of 28,489,500 Warrants entitling the holders thereof to acquire up to 28,489,500 Shares are hereby confirmed
as having been created (together with any additional Warrants pursuant to further issuances by the Corporation in connection with or after
the closing date of the Transaction, if applicable, which additional Warrants will be documented by way of a treasury direction provided
by the Corporation to the Warrant Agent) and authorized to be issued hereunder upon the terms and conditions herein set forth and shall
be executed. For greater certainty, the number of Warrants authorized to be issued hereunder shall be unlimited.”


 


		(j)	Sections 2.4(1), 2.4(2), 2.4(4), 2.4(5), 2.4(6), 2.4(7), 2.4(9) and 2.4(10) shall be deleted
in their entirety, and all references to the Detachment Date in the Warrant Agency Agreement shall be deleted. For greater certainty,
any provisions in the Warrant Agency Agreement that apply prior to, on or after the Detachment Date shall be read without any such requirement.



 


		(k)	Section 2.4(8) shall be amended to read as follows:



 


“The Corporation shall maintain
a list of all registered holders of Unit Certificates.”


 


		(l)	Section 2.5(2) shall be amended to read as follows:



 


“All Certificated Warrants
validly issued and Authenticated prior to the date of this Supplement to the Warrant Agency Agreement shall remain valid, subject to
the terms herein. For those Warrants that will be evidenced by a certificate issued after the closing date of the Transaction, the
form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as
is authorized from time to time by the Corporation and the Warrant Agent, shall be dated as of the issue date hereof, shall bear
such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be
issuable in any denomination excluding fractions. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant
Agent. Each Warrant Certificate shall be signed by either of the Chief Executive Officer, Chief Financial Officer or Chief Operating
Officer of the Corporation, whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise
mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it
had been signed manually. Any Warrant Certificate which has the applicable signatures as hereinbefore provided shall be valid
notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds
office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in
one form and partly in another, as the Warrant Agent may determine.”


 






    8


     


    

 


		(m)	Section 3.2(7) of the Warrant Agency Agreement shall
be amended to read as follows:



 


“A beneficial owner of Uncertificated
Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his
or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice
of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository
of such notice, as well as payment of the Exercise Price (unless such Book Entry Participant is required (if he, she or it wishes to exercise
the applicable Warrants) to exercise his, her or its Uncertificated Warrants on a cashless basis in accordance with Section 3.2(3),
which election shall be indicated in such notice delivered to the Depository), the Depository shall deliver to the Warrant Agent confirmation
of its intention to exercise Warrants (“Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic
means through the book entry registration system. Such Confirmation from the Depository to the Warrant Agent shall electronically confirm
that the beneficial holder of Uncertificated Warrants at the time of exercise of the Uncertificated Warrants: (a) is not in the United
States; and (b) is not a U.S. Person and is not exercising the Uncertificated Warrants on behalf of a U.S. Person or a person in
the United States. If the Depository (i) is not able to make or deliver the foregoing Confirmation to the Warrant Agent or (ii) the
beneficial owner of the Uncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, including
without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be removed
from the book entry registration system, and an individually registered Warrant Certificate shall be issued to such beneficial holder,
and the exercise procedures set forth in Section 3.2(1) shall be followed.”


 


		(n)	Section 3.4(4) of the Warrant Agency Agreement shall be amended to read as follows:



 


The Warrants and the
Founders’ Warrants may be exercised for cash, or in the case of the Founder’s Warrants in certain circumstances on a
 “cashless basis” in accordance with Section 3.2(4) of this Agreement, or shall be exercised on a
 “cashless basis” in accordance with subsection 3.2(3) of this Agreement at any time after notice of Redemption
shall have been given by the Corporation pursuant to Section 3.4(3) hereof and prior to the Redemption Date.


 






    9


     


    

 


		(o)	4.1(1)(c)(ii) of the Warrant Agency Agreement shall be
amended to read as follows:



 


“a consolidation, merger, plan
of arrangement, compulsory acquisition under section 300 of the Business Corporations Act (British Columbia) (provided that in
the case of such a compulsory acquisition, there are no Multiple Voting Shares issued and outstanding at the time of giving notice thereof),
or amalgamation of the Corporation with or into any other Person which results in the cancellation, reclassification or redesignation
of the Shares or a change, exchange or conversion of the Shares into or for other shares or securities or property or the transfer of
all or substantially all of the assets of the Corporation to another body corporate, trust, partnership or other entity or the Corporation
being controlled (within the meaning of the Tax Act) by another corporation or entity;”


 


		(p)	Section 6.2 of the Warrant Agency Agreement shall be amended to read as follows:



 


“The Corporation covenants that
it shall pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and shall pay or reimburse the
Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration
or execution of its duties hereunder (including the reasonable compensation and the disbursements of its counsel and all other advisers
and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder
shall be finally and fully performed, except any such expenses, disbursements or advances as may arise out of or result from the Warrant
Agent’s gross negligence, wilful misconduct or bad faith. The Warrant Agent shall not have any recourse against the securities or
any other property held by it pursuant to this Agreement for payment of its fees. Any amount owing under this Section 6.2 and remaining
unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices
and shall be payable upon demand. This Section 6.2 shall survive the resignation of the Warrant Agent or the termination of this
Agreement.”


 


		(q)	The following last sentence of Section 11.12 (Indemnification of the Warrant Agent) of the Warrant
Agency Agreement is hereby deleted:



 


		(i)	“For greater certainty, it is expressly understood that the Escrow Funds shall not be used to pay
any of the Indemnified Parties’ fees, expenses or disbursements, certificates or claims, and the Warrant Agent acknowledges and agrees that it
shall not be entitled to and waives any rights to or interest in any of the Escrow Funds in the escrow account under any circumstances.”



 






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		(r)	Schedule “A” – Mercer Park Brand Acquisition
Corp. Form of Warrant Certificate to the Warrant Agency Agreement shall be replaced with Schedule “A” – Glass
House Brands Inc. Form of Warrant Certificate to this Supplement to the Warrant Agency Agreement. Former certificates in the name
of Mercer Park Brand Acquisition Corp. shall remain valid subject to the term hereof.



 


SECTION 2


ADDITIONAL MATTERS


 


(1)           Corporation’s
Liabilities


 


The Corporation hereby covenants,
acknowledges and agrees that, as and from the date hereof, it shall remain liable for and shall perform the obligations of the Corporation
under the Warrant Agency Agreement and, in particular but without limitation, the Corporation hereby covenants, acknowledges and agrees
that, as and from the date hereof, upon written notice from the Warrant Agent of the exercise of a Warrant(s) in accordance with
the terms of the Warrant Agency Agreement, the Corporation shall cause the issuance of the necessary number of Shares necessary to settle
such exercise, and shall cause the delivery thereof to the Warrant Agent (or as the Warrant Agent may otherwise direct the Corporation
in writing).


 


(2)           Confirmation
of Warrant Agency Agreement


 


The Warrant Agency Agreement
shall be and continue to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Warrant
Agency Agreement in all other respects.


 


(3)           Acceptance
of Supplement to the Warrant Agency Agreement


 


The Warrant Agent agrees to
accept the new Warrant Certificates and confirms its role as warrant agent in this Supplement to the Warrant Agency Agreement and agrees
to carry out and discharge the same upon the terms and conditions in accordance with the Warrant Agency Agreement, as supplemented by
this Supplement to the Warrant Agency Agreement.


 


(4)           Governing
Law


 


This Supplement to the Warrant
Agency Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada
applicable therein, and shall be binding upon the parties hereto and their respective successors and assigns.


 






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(5)           Effective
Date


 


This Supplement to the Warrant
Agency Agreement shall take effect upon the date first above written.


 


(6)           Counterparts


 


This Supplement to the Warrant
Agency Agreement may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be
deemed to be dated as of the date hereof.


 


[Remainder of page left intentionally blank. Signature
page follows.]


 






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IN WITNESS WHEREOF
the parties hereto have executed this Supplement to the Warrant Agency Agreement.


 


	 	GLASS HOUSE BRANDS INC.
	 	 
	 	By:	  (signed) “Kyle
    Kazan”
	 	 	  Authorized Signatory
	 	 
	 	 
	 	ODYSSEY TRUST COMPANY
	 	 
	 	 
	 	By:	  (signed)
    “Dan Sander”
	 	 	  Authorized Signatory
	 	 
	 	 
	 	By:	  (signed)
    “Amy Douglas”
	 	 	  Authorized Signatory




 






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SCHEDULE “A”


GLASS HOUSE BRANDS INC.


FORM OF WARRANT CERTIFICATE


 


Certificate
No.l


	CUSIP 377130117	 	_______________________________________________
	 	 	Share Purchase Warrants




  


“THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”)
OR ANY U.S. STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES
UNLESS THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES
LAWS, OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE DEFINED
AS SET FORTH IN REGULATION S UNDER THE U.S. SECURITIES ACT.”


 


THE WARRANTS REPRESENTED HEREBY WILL BE VOID
AFTER THE TIME OF EXPIRY AS DESCRIBED HEREIN.


 


THIS
CERTIFICATE IS TO CERTIFY that for value received l
(herein referred to as the “Holder”) is the registered holder
of the number of Warrants of Glass House Brands Inc. (the “Corporation”) stated above, and subject to adjustment provisions
as set forth in the Warrant Agency Agreement (as defined below), is entitled to acquire, on the date that is 65 days following the date
of the closing of the Transaction (the “Commencement Time”) and up until 5:00 p.m. (Toronto time) on the date
that is five years after the date of completion of the Transaction, or the next succeeding Business Day of such date is not a Business
Day (the “Expiry Date”), upon payment of US$11.50 (the “Exercise Price”) for each Warrant represented
hereby, one Share (as defined herein), all in the manner and subject to the restrictions and adjustments set forth in the Warrant Agency
Agreement, provided that if an Acceleration Event occurs and the Corporation accelerates the Expiry Date in accordance with Section 3.3
of the Warrant Agency Agreement, the Expiry Date shall be determined in accordance with Section 3.3 of the Warrant Agency Agreement.
In accordance with Section 3.4 of the Warrant Agency Agreement, the Corporation, at its option, may redeemed each Warrant represented
hereby.


 


For purposes of this Certificate, any reference
to “Shares” shall mean the Subordinate Voting Shares for which the Warrants are conferred the right to acquire, provided
that in the event of any adjustment in accordance with the provisions of the Warrant Agency Agreement, “Shares” shall thereafter
mean the shares or other securities or property resulting from such adjustment, and “Share” means any one of them.


 


Any capitalized term in this Certificate
that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Agency Agreement. In the event of any
discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Agency Agreement, the
terms and conditions of the Warrant Agency Agreement shall govern.


 






    


     


    

 


The Warrants represented by this Certificate are
issued or issuable in fully registrable form only under the provisions of an Agreement (which Agreement, together with all other instruments
ancillary thereto, is referred to herein as the “Warrant Agency Agreement”) dated as of May 13, 2019, as supplemented,
between the Corporation (fka Mercer Park Brand Acquisition Corp.) and Odyssey Trust Company (the “Warrant Agent”).
Reference is hereby made to the Warrant Agency Agreement for a full description of the rights of the holders of the Warrants, the Corporation
and the Warrant Agent in respect thereof, and the terms and conditions upon which the Warrants evidenced hereby are issued and held, all
to the same effect as if the provisions of the Warrant Agency Agreement were herein set forth. By acceptance of this Certificate, the
Holder assents to all provisions of the Warrant Agency Agreement. To the extent that the terms and conditions set forth in this Certificate
conflict with the terms and conditions of the Warrant Agency Agreement, the Warrant Agency Agreement shall prevail. The Corporation will
furnish to the holder of this Certificate, upon request and without charge, a copy of the Warrant Agency Agreement.


 


In the event that prior to the Expiry Date,
the Holder has not exercised the Warrants represented hereby in accordance with the terms of the Warrant Agency Agreement, then any Warrants
represented by this Certificate which have not been so exercised shall be deemed to have expired and shall be of no further force and
effect as of 5:00 p.m. (Toronto time) on the Expiry Date.


 


Upon exercise, the Warrants so exercised shall be void and of no value
or effect.


 


Certificates representing the Shares issued upon
exercise of the Warrants (reflecting any adjustments as provided herein and in the Warrant Agency Agreement) shall, within five Business
Days after the Exercise Date, be mailed by the Corporation to the address of the Holder thereof last appearing on the register of Holders
maintained by the Warrant Agent. The Warrants are subject to Section 3.3 in the event of an Acceleration Event (as defined in the
Warrant Agency Agreement).


 


The right to acquire Shares may only be exercised
by the Holder within the time set forth above by:


 


		(a)	duly completing and executing the Exercise Form attached hereto;



 


		(b)	except in respect of a “cashless” exercise in accordance with Section 3.2(3) or
Section 3.2(4) of the Warrant Agency Agreement, as applicable, by providing a certified cheque, bank draft or money order in
lawful money of Canada payable to the order of the Corporation for the aggregate purchase price of the Shares so subscribed; and



 


		(c)	surrendering this Warrant Certificate to the Warrant Agent at the Warrant Agency;



 






    15


     


    

 


all in accordance with Section 3.2 of the Warrant Agency Agreement.


 


The Warrants represented by this Certificate shall
be deemed to be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt
thereof by the Warrant Agent at the offices referred to above.


 


Upon surrender of these Warrants, the Person or
Persons in whose name or names the Shares issuable upon exercise of the Warrants are to be issued shall be deemed for all purposes (except
as provided in the Warrant Agency Agreement) to be the holder or holders of record of such Shares, and the Corporation has covenanted
that it will (subject to the provisions of the Warrant Agency Agreement) cause a certificate or certificates representing the Shares to
be delivered or mailed to the Person or Persons at the address or addresses specified in the Exercise Form within five Business Days.


 


The Warrant Agency Agreement provides for adjustments
to certain rights of Holders including the number of Shares issuable upon exercise of the Warrants upon subdivision, consolidation or
reclassification of the Shares or any reclassification or capital reorganization of the Corporation and certain dividends and distributions
of securities, including rights, options or warrants to purchase Shares or securities convertible or exchangeable into Shares or assets
of the Corporation. The Holder should refer to the Warrant Agency Agreement which provides for adjustments in certain other events.


 


The Corporation shall not be required, upon valid
exercise of any Warrants after the Commencement Time and prior to the Expiry Time, to issue fractions of Shares or to distribute certificates
which evidence the same. A Holder shall not be entitled to any cash or other consideration in lieu of any fractional interest in a Warrant
or claim thereto. Any fractional Shares to which a Holder is entitled shall be rounded down to the nearest whole Share, and no cash or
other consideration will be paid in lieu of fractional Shares.


 


The terms and conditions relating to the Warrants
and this Certificate may be modified, changed or added to in accordance with the provisions of the Warrant Agency Agreement. The Warrant
Agency Agreement contains provisions making binding upon all Holders of Warrants outstanding thereunder resolutions passed at meetings
of such Holders held in accordance with such provisions and instruments in writing signed by the Holders entitled to acquire a specified
percentage of the Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants.


 


The holding of the Warrants, as evidenced by this
Certificate, shall not constitute, or be construed as conferring upon, a Holder any right or interest whatsoever as a shareholder of the
Corporation except such rights as may be provided in the Warrant Agency Agreement or in this Certificate.


 


The Holder of this Certificate may, upon compliance
with the reasonable requirements of the Warrant Agent and upon surrender of this Certificate, exchange this Certificate for another Certificate
or Certificates entitling the Holder thereof to receive, in the aggregate, the same number of Shares as are issuable under this Certificate.


 






    16


     


    

 


The Warrants evidenced by this Certificate may
only be transferred in accordance with applicable securities laws and upon due execution and delivery to the Warrant Agent of a Transfer
Form in the form attached hereto and in compliance with all the conditions prescribed in the Warrant Agency Agreement and compliance
with such other reasonable requirements as the Warrant Agent may prescribe.


 


The Warrants represented hereby have not been
registered under the U.S. Securities Act or any applicable state securities laws. Accordingly, Warrants may not be distributed or transferred
in the United States or to, or for the benefit of, a “U.S. Person” (as defined in Regulation S under the U.S. Securities
Act) unless the distribution or transfer is being made in a transaction that does not require registration under the U.S. Securities Act
or any applicable state securities laws, and the Holder has furnished to the Corporation and the Warrant Agent an opinion of counsel in
form and substance satisfactory to the Corporation and the Warrant Agent to such effect. Compliance with the securities laws of any jurisdiction
is the responsibility of the holder of Warrants or its transferee.


 


This Warrant Certificate shall not be valid for
any purpose until it has been countersigned by or on behalf of the Warrant Agent under the Warrant Agency Agreement.


 


The registered holder of this Warrant Certificate
expressly acknowledges having requested, and consents to, the drawing in the English language only of this Warrant Certificate evidencing
the Warrants registered in his or her name and all documents relating to such Warrants. Le détenteur inscrit du présent
certificat de bons de souscription reconnaît expressément avoir demandé et consenti que le présent certificat
attestant qu’il est le détenteur inscrit de bons de souscription, ainsi que tous les documents s’y rapportant, soient
rédigés en anglais seulement.


 


Time shall be of the essence hereof.


 


[Remainder of page left intentionally blank.
Signature page follows.]


 






    17


     


    

 


IN WITNESS WHEREOF the Corporation has caused
this Warrant Certificate to be signed as of the ___ day of _______________, 20__.


 


	 	GLASS HOUSE BRANDS INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


This Warrant Certificate is one of the Warrant
Certificates referred to in the Warrant Agency Agreement. Signed by the Warrant Agent as of the _____ day of ___________________, 20___.


 


	 	ODYSSEY TRUST COMPANY
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signing Officer




 






    18


     


    

 


EXERCISE FORM


 


TO:              GLASS
HOUSE BRANDS INC.


AND
TO:    ODYSSEY TRUST
COMPANY


 


		(1)	The undersigned hereby irrevocably subscribes for, and exercises his or her right to be issued, the number
of Shares set forth below, such Shares being issuable upon exercise of such Warrants pursuant to the terms specified in the said Warrants
and the Warrant Agency Agreement.



 


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



 


		A    ̈	The
undersigned holder is a U.S. Person (as such term is defined in Schedule 3, a “U.S. Person”) and an “accredited investor”
as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “Act”)
and I have indicated the category of accredited investor I fall under in the U.S. Investor Certificate attached hereto as Schedule 1.
The undersigned holder is further (a) making the representations and warranties contained in Appendix A with the intent that the
Corporation and Odyssey rely on such representations and warranties and (b) providing to Odyssey an opinion
of counsel in the form set forth on Schedule 2 addressed to the above parties that my exercise of the Warrant is in compliance with United
States securities laws.



 


		B    ̈	The
undersigned holder is a U.S. Person and is electing or is required to make a “cashless exercise” of the Warrants pursuant
to Section 3.2(3) or Section 3.2(4), as applicable, of the Warrant Agency Agreement. The undersigned holder is making
the representations and warranties contained in Appendix A with the intent that the Corporation and Odyssey as well as counsel to the
Corporation and Odyssey rely on such representations and warranties in issuing Securities to the undersigned and the provision of any
legal opinions required in connection therewith.



 


		C    ̈	The
undersigned holder (i) at the time of exercise of the Warrants is not in the United States and did not execute and deliver this
exercise form in the United States; and (ii) is not a U.S. Person, and is not exercising the Warrants for the account or benefit
of a U.S. Person.



 


		D    ̈	The undersigned holder (a) is the original United States “qualified institutional
                                                                                                                                                                    buyer”, within the meaning of Rule 144A under the U.S. Securities Act (a “Qualified Institutional
                                                                                                                                                                    Buyer”), that purchased the Warrants pursuant to the Corporation’s Offering and delivered the certificate of
                                                                                                                                                                    Qualified Institutional Buyer attached to the U.S. Private Placement Memorandum in connection with its purchase of Class A
                                                                                                                                                                    Restricted Voting Units, (b) is exercising the Warrants for its own account or for the account of the Qualified Institutional
                                                                                                                                                                    Buyer with respect to which it exercises sole investment discretion and for which it purchased the Warrants, and (c) is, and
                                                                                                                                                                    such principal, if any, is, a Qualified Institutional Buyer at the time of exercise of these Warrants and the representations and
                                                                                                                                                                    warranties of the holder made in the original U.S. Private Placement Memorandum including the certificate of Qualified Institutional Buyer remain true and correct as of the date
of exercise of these Warrants.



 






    


     


    

 


DATED
as of this _______________________ day of_____________ , 20____.


 


	Number of Securities:
	 
	Name (full legal name of Subscriber) and Address
    of Subscriber:	 	 
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	 	 
	 	 	 	(please print name)
	 	 	 	 
	 	 	 	 
	 	 	 	(official capacity)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


	 	 	 
	 	 	 
	 	 	 
	(telephone number)	 	 
	 	 	 
	 	 	 
	(email address)	 	 




 


The undersigned hereby irrevocably directs that the Shares
be issued and delivered as follows:


 


	Name in full	 	Address (include Postal Code)	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 




 


(Please print full name in which certificate(s) are
to be issued.)


 


Dated this _______ day of ________________________, ____________.


 






    20


     


    

 


	 	 	 
	Signature Guaranteed	 	Signature of Registered Holder
	 	 	 
	 	 	 
	 	 	Name of Registered Holder




 


 ̈           Please check box if certificates representing these Shares are to be delivered at the office of the Warrant Agent where this Warrant Certificate
is surrendered, failing which the certificates shall be mailed to the address set forth above.


 


Instructions:


 


The registered holder may exercise his or her
right to receive Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being
exercised, together with the applicable payment therefor, to Odyssey Trust Company, 350 – 300 5th Ave SW, Calgary, AB T2P 3C4. Certificates
for Shares shall be delivered or mailed within five Business Days after the exercise of the Warrants.


 


If the Exercise Form indicates that Shares
are to be issued to a Person or Persons other than the registered holder of the Certificate, the signature on this Exercise Form must
be guaranteed by a Canadian chartered bank or eligible guarantor institution with membership in an approved signature guarantee medallion
program.


 


If the 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 certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation.


 


If Box A is checked, any opinion tendered must
be in form and substance satisfactory to the Corporation and the Warrant Agent. Holders planning to deliver an opinion of counsel in connection
with the exercise of Warrants should contact the Corporation and the Warrant Agent in advance to determine whether any opinions to be
tendered will be acceptable to the Corporation and the Warrant Agent.


 






    21


     


    

 






 


Appendix A


 


U.S. Investor Representations


 


		a.	I acknowledge that on exercise of the Warrant, I
will be receiving newly issued Securities that will be exempt from the registration requirements of Act, and applicable state securities
laws, and I consent to receiving such Securities.



 


		b.	I have such knowledge and experience in financial and business matters that I am capable of evaluating
the merits and risks of acquiring the Securities on exercise of the Warrant.



 


		c.	I understand that an investment in the Securities involves certain risks and I understand and accept such
risks; I have, to the extent I believe necessary, obtained independent tax, legal and financial advice in making my investment decision
in the Securities and have determined that the Securities are a suitable investment for me in light of such risks.



 


		d.	I understand that the financial statements of the Corporation have been prepared in accordance with 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.



 


		e.	I have had access to such information concerning the Corporation as I have considered necessary or appropriate
in connection with my investment decision to acquire the Securities.



 


		f.	I acknowledge that the Securities have not been registered under the Act or any state securities acts
and are instead being offered and sold in reliance on federal and state exemptions for private offerings. The Securities for which I hereby
subscribe are being acquired solely for my own account, for investment and not with a view to or for the resale, distribution, subdivision
or fractionalization thereof, and I have no plans to enter into, and has not entered into, any contract, undertaking, agreement or arrangement
to such end. I understand and acknowledge that the Corporation has no obligation or present intention of with the United States Securities
and Exchange Commission or with any state securities administrator or commission any registration statement in respect of resales of the
Securities in the United States.



 


		g.	I understand and acknowledge that the Securities are “restricted securities” within the meaning
of Rule 144 (“Rule 144”) under the Act, and that, if in the future I decide to offer, resell, pledge or otherwise
transfer any of the Securities, such securities may be offered, sold, pledged or otherwise transferred only (a) to the Corporation;
(b) in accordance with Rule 144, if available, and in compliance with any applicable state securities laws of the United States;
or (c) in another transaction that does not require registration under the Act or any applicable state securities laws of the United
States. I understand and acknowledge that (i) if the Corporation is deemed to have been at any time previously an issuer with no
or nominal operations and no nominal assets other than cash and cash equivalents, Rule 144 under the Act may not be available for
resales of the Securities and (ii) the Corporation is not obligated
to make Rule 144 under the Act available for resales of the Securities.



 






    22


    


    

 


		h.	I acknowledge and agree that the Securities will bear a legend substantially in the following form indicating
that the resale of such securities is restricted from transfer:



 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES
ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS”


 


[Remainder of Page Intentionally Left Blank]


 






    23


    


    

 


SCHEDULE 1


U.S. INVESTOR CERTIFICATE


 


This certificate contains certain specifically
defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please
contact your legal advisor before completing this certificate and the applicable Exhibits and Appendices attached hereto.


 


	TO:	GLASS
HOUSE BRANDS INC.



 


	TO:	ODYSSEY
TRUST COMPANY



 


Reference is made to the “Notice of Exercise
of Warrant” dated as of the date hereof (the “Notice”). Upon execution of this Investor Certificate (“Certificate”)
by the undersigned Shareholder, this Certificate shall be incorporated into and form a part of the Notice. Capitalized terms used herein
and not defined have the meanings ascribed thereto in the Notice. All references to dollar amounts in this Certificate are to the lawful
currency of the United States.


 


The Shareholder hereby certifies to the Corporation
that it is an investor falling into the category checked below:


 


	 ̈	Category 1 	a bank as defined in Section 3(a)(2) of the Act whether acting in its individual or fiduciary capacity; or
	 	 	 
	 ̈	Category 2 	a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; or
	 	 	 
	 ̈	Category 3 	a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934; or
	 	 	 
	 ̈	Category 4 	an insurance company as defined in Section 2(a)(13) of the Act; or
	 	 	 
	 ̈	Category 5 	an investment company registered under the U.S. Investment Company Act of 1940; or
	 	 	 
	 ̈	Category 6 	a business development company as defined in Section 2(a)(48) of the U.S. Investment Company Act of 1940; or
	 	 	 
	 ̈	Category 7 	a 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; or
	 	 	 
	 ̈	Category 8 	a 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 $5,000,000; or




 






    24


    


    

 


	 ̈	Category 9	an 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 $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or
	 	 	 
	 ̈	Category 10	a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940; or
	 	 	 
	 ̈	Category 11	an organization described in Section 501(c)(3) of the Internal Revenue Code, a
    corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the
    Securities, with total assets in excess of $5,000,000; or
	 	 	 
	 ̈	Category 12	an executive officer or director of the Corporation; or
	 	 	 
	 ̈	Category 13	a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of the person’s purchase exceeds $1,000,000 (for 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 the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities 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); or
	 	 	 
	 ̈	Category 14	a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s 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; or







 






    25


    


    

 


	 ̈ 	Category 15	a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, 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; or
	 	 	 
	 ̈ 	Category 16 	an entity in which all of the equity owners meet one or more of the categories set forth above.
	 	 	 
	Dated:	 	 	Signed
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Print name of Shareholder



 






    26


    


    

 


SCHEDULE 2


FORM OF OPINION OF COUNSEL


 


Glass House Brands Inc.


3645 Long Beach Boulevard


Long Beach, California 90807


 


- and -


 


Odyssey Trust Company


350 – 300 5th Ave SW


Calgary, AB T2P 3C4


Canada


 


Ladies and Gentlemen:


 


We have acted as counsel
in the United States to _______________ (the “Warrantholder”) in connection with the exercise by the
Warrantholder of Warrants (“Warrants”) of Glass House Brands Inc. (the “Corporation”) to
acquire ________________ Subordinate Voting Shares of the Corporation (the “Securities”) issued pursuant to the
Warrant Agency Agreement, dated May 13, 2019, as subsequently amended, between the Corporation and Odyssey (the
 “Warrant Agency Agreement”). We have examined the terms of the Warrant and the Warrant Agency Agreement and made
other investigations as we have deemed necessary to provide the opinions contained herein.


 


It is our opinion that acquisition of the Securities
by the Warrantholder pursuant to the exercise of the Warrant and the issuance and delivery of the Securities pursuant to such exercise
are exempt from the registration requirements of the United States Securities Act of 1933, as amended.


 


Signed


 






    27


    


    

 


SCHEDULE 3


DEFINITION OF U.S. PERSON


 


A “U.S. Person” means:


 


 (i) Any natural person resident in the United States;




 


(ii) Any
partnership or corporation organized or incorporated under the laws of the United States;


 


 (iii) Any estate of which any executor or administrator is a U.S. person;




 


 (iv) Any trust of which any trustee is a U.S. person;




 


 (v) Any agency or branch of a foreign entity located in the United States;




 


(vi) Any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account
of a U.S. person;


 


(vii) Any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident in the United States; and


 


 (viii) Any partnership or corporation if:




 


 (A) Organized or incorporated under the laws of any foreign jurisdiction; and




 


(B) Formed
by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated,
and owned, by accredited investors (as defined in Schedule 1) who are not natural persons, estates or trusts.


 









    


    


    

 


TRANSFER FORM


 


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


 


	TO:	GLASS
HOUSE BRANDS INC.
	AND TO:	ODYSSEY
TRUST COMPANY



 


FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers to _______________________________________________________
____________________________________________________________________________________________________________________________________________________________________________________________________________________ (print name and address)
the Warrants represented by this Warrants Certificate and hereby irrevocable constitutes and appoints ____________________ as its
attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.


 


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


 


		 ̈	(A)           the
transfer is being made only to the Corporation;
	 	 ̈	(B)            the transfer is being made outside
the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable
local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule
 “B” to the Warrant Agency Agreement, or
	 	 ̈	(C)            the transfer is being made within
the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration
under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant
Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent
to such effect.






In the case of a warrant certificate that does
not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in
the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed in a
manner that does not require registration under the U.S. Securities Act and any applicable state securities laws. Further, the undersigned
represents, warrants and certifies that the proposed transferee has been advised of the applicable restrictions on exercise of the Warrants
in the United States, or by or for the account or benefit of a U.S. Person.


 






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		 ̈	If transfer is to a person in the United States, or to or for the account or benefit of a U.S. Person, check this box.



 


DATED this ____ day of_________________, 20____.


 


SPACE FOR GUARANTEES OF


SIGNATURES (BELOW)


		 	 
	 	 	Signature of Transferor






 


		 	 
	Guarantor’s
Signature/Stamp	 	Name
of Transferor



 


 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


 


The signature(s) of the transferor(s) must
correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement,
or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current
guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As
at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and
standards):


 


	•	Canada
and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program
(STAMP, SEMP, NYSE MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature
Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix
covering the face value of the certificate.
	 	 
	•	Canada:
A Signature Guarantee obtained from the Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”.
Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion
Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required
to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer
(as opposed to a “Signature Guarantee” Stamp) obtained from an authorized officer of a major Canadian Schedule 1 chartered
bank.
	 	 
	•	Outside
North America: For holders located outside North America, present the certificates(s) and/or document(s) that
require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an
acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be
over-guaranteed.



 






    30