Exhibit 10.1

	
	
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TSX




















SUBSCRIPTION AGREEMENT FOR COMMON SHARES
THESE  SECURITIES  ARE  BEING  OFFERED  FOR  SALE  ON  A  PRIVATE  PLACEMENT  BASIS  TO
CANNAHEALTH LIMITED AND MAY ONLY BE PURCHASED BY CANNAHEALTH LIMITED PURSUANT TO
AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION.
INSTRUCTIONS
1. Complete and sign page one of this Subscription Agreement.
2. If you are not an individual and do not have a current TSX Venture Exchange Form 4C on file with the TSX Venture
Exchange, complete and sign TSX Venture Exchange Form 4C - Corporate Placee Registration Form (Schedule “A”).
A completed and executed original of this Subscription Agreement by the Subscriber and the Aggregate Purchase Price must be
delivered to:
The Flowr Corporation
c/o Wildeboer Dellelce LLP
Suite 800, 365 Bay Street,
Toronto, Ontario M5H 2V1

Attn: Jeff Hergott
e-mail: jhergott@wildlaw.ca

The Aggregate Purchase Price (as defined herein) payable by the Subscriber is payable to The Flowr Corporation c/o Wildeboer
Dellelce LLP in trust, by certified cheque, bank draft, wire transfer in accordance with the instructions set forth in Schedule “C”
or other acceptable means.
THE SUBSCRIBER OR THE BENEFICIAL PURCHASER, IF ANY, FOR WHOM THE SUBSCRIBER IS ACTING
AS  TRUSTEE  OR  AGENT,  FULLY  UNDERSTANDS  THAT  THE  COMMON  SHARES  PURCHASED
HEREUNDER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933,  AS  AMENDED,  OR  THE  SECURITIES  LAWS  OF  ANY  OTHER  JURISDICTION.  ANY  OF  THESE
SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, CANADA OR ANY OTHER
JURISDICTION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, APPLICABLE REGISTRATION OR PROSPECTUS REQUIREMENTS. 





	
	
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SUBSCRIPTION AGREEMENT
TO:  THE FLOWR CORPORATION
The  undersigned  hereby  irrevocably  subscribes  for  and  agrees  to  purchase  from  The  Flowr  Corporation  (the
 “Corporation”), subject to the terms and conditions set forth in Appendix 1 hereto, that number of common shares in
the capital of the Corporation (the “Common Shares”) set out below at a price of $0.07 per Common Share (the
 “Purchase Price”). Attached as Appendix 1 to this Agreement are the terms and conditions of the sale of the Common
Shares and the representations, warranties and covenants hereby made by the Subscriber and the Corporation, all of
which  Appendix  1  forms  part  of  and  is  hereby  incorporated  by  reference  into  this  Agreement  (the  “Terms  and
Conditions”).

Purchase Price: $0.07 per Common Share
Number of Common Shares: 14,285,714
Aggregate Purchase Price $1,000,000





















CannaHealth Limited
(Name of Subscriber – please print)

By:________________________________________
Authorized Signature

___________________________________________
(Official Capacity or Title – please print)

___________________________________________
(Please print name of individual whose signature
appears above if different than the name of the
subscriber printed above.)
___________________________________________
(Subscriber’s Address)

___________________________________________
(Telephone Number)
___________________________________________
(Email address)


Register the certificate for the Common Shares as set
forth below (if different):

____________________________________________
(Name)
____________________________________________
(Account Reference, if applicable)
____________________________________________
____________________________________________
(Address)
____________________________________________
(Telephone Number)
(Telephone Number)
Deliver  the  physical  certificate  for  the  Common
Shares as set forth below (if different):

____________________________________________
(Name)
____________________________________________
(Account Reference, if applicable)
____________________________________________
____________________________________________
(Address)
____________________________________________
(Email)
____________________________________________
(Contact Name)                  (Telephone Number) 





	
	
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Present Ownership of Common Shares of the Corporation
The Subscriber (or the beneficial purchaser for whom the Subscriber is contracting hereunder), as the case may be,
either [check appropriate box]:
  DOES NOT OWN directly or indirectly, or exercise control or direction over, ANY common shares in the
capital  stock  of the  Corporation or  securities  convertible  into  common  shares  in  the  capital  stock  of  the
Corporation; or
  OWNS DIRECTLY OR INDIRECTLY, or exercises control or direction over, ____________ common
shares  in  the  capital  stock  of  the  Corporation  and  convertible  securities  entitling  the  Subscriber  (or  the
beneficial  purchaser  for  whom  the  Subscriber  is  contracting  hereunder)  to  acquire  an  additional
____________ common shares in the capital stock of the Corporation.
Insider Status
The Subscriber either [check appropriate box]:
  is an “Insider” of the Corporation as defined in the Common Shares Act (Ontario); or
x  is not an Insider of the Corporation.

Registrant Status
The Subscriber either [check appropriate box]:
  is a “Registrant” as defined in the Common Shares Act (Ontario); or
x  is not a Registrant

Member of “Pro Group”
The Subscriber either [initial appropriate box]:
  is a Member of the Pro Group as defined in the TSX Venture Exchange Corporate Finance Manual
where “Pro Group” means:
  1. Subject to subparagraphs (2), (3) and (4), “Pro Group” shall include, either individually or
as a group:
(a) the member (i.e. a member of the TSX Venture Exchange under the TSX Venture
Exchange requirements);
(b) employees of the member;
(c) partners, officers and directors of the member;
(d) affiliates of the member; and
(e) associates of any parties referred to in subparagraphs (a) through (d).
2. The TSX Venture Exchange may, in its discretion, include a person or party in the Pro
Group  for  the  purposes  of  a  particular  calculation  where  the  TSX  Venture  Exchange
determines that the person is not acting at arm’s length to the Member.
3. The TSX Venture Exchange may, in its discretion, exclude a person from the Pro Group
for the purposes of a particular calculation where the TSX Venture Exchange determines
that the person is acting at arm’s length to the Member.
4. The TSX Venture Exchange may deem a person who would otherwise be included in the
Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the TSX
Venture Exchange determines that:
(a) the person is an affiliate or associate of the Member acting at arm’s length of the
member;
(b) the associate or affiliate has a separate corporate and reporting structure;
(c) there are sufficient controls on information flowing between the member and the
associate or affiliate; and
(d) the member maintains a list of such excluded persons; or

x  is not a member of the Pro Group. 





	
	
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Acceptance by the Corporation
This Agreement is accepted by the Corporation subject to the Terms and Conditions, this _____ day of __________,
2022.

THE FLOWR CORPORATION
Per:
 Authorized Signing Officer