Common use of Exercise Form Clause in Contracts

Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder or its designee as the holder of the number of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.

Exercise Form. In order The undersigned Registered Holder of this Warrant Certificate hereby irrevocably elects to exercise the number of Warrants indicated below for the purchase of the number of shares of Common Stock indicated below and (check one): Number of Warrants: Number of Shares of Common Stock: (Total number of shares of Common Stock for which the Warrant is being exercised, before withholding for Exercise Price, if cashless exercise) o herewith tenders payment for of the Warrant Exercise Shares to the order of reorganized Midstates Petroleum Company, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement; or o herewith tenders Warrants pursuant to the cashless exercise provisions of Section 4.3(b) of the Warrant Agreement. The undersigned requests that the Warrant Exercise Shares, or the net number of shares of Common Stock issuable upon exercise of the Warrants pursuant to the cashless exercise provisions of Section 4.3(b) of the Warrant Agreement, be issued in the name of the undersigned Holder or as otherwise indicated below: Name Social Security or Other Taxpayer Identification Number Address If such Warrants shall not constitute all of the Warrants represented hereby, the undersigned requests that a new Warrant Certificate of like tenor and date for the balance of the Warrants represented hereby be issued and delivered in the name of the undersigned Holder or as otherwise indicated as follows: Name Social Security or Other Taxpayer Identification Number Address Dated: , 20 Signature: Name: Note: The above signature and name should correspond exactly with the name of the holder as it appears on the face of the certificate, in every particular without alteration or enlargement or any change whatsoever. Note: If the Common Stock, or a new Warrant Certificate representing any portion of the Warrants not exercised, is to be registered in a name other than that in which this Purchase Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGANTURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B EXERCISE FORM FOR REGISTERED HOLDERS OF DIRECT REGISTRATION WARRANTS (To be executed upon exercise of Warrants) NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON APRIL 21, 2020. The undersigned Registered Holder, being the holder of Direct Registration Warrants of Midstates Petroleum Company, Inc., issued pursuant to that certain Warrant Agreement, as dated October 21, 2016 (the “Warrant Agreement”), by and among Midstates Petroleum Company, Inc. (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), hereby irrevocably elects to exercise the number of Direct Registration Warrants indicated below, for the purchase of the number of shares of Common Stock indicated below (check one). All capitalized terms used in this Exercise Form that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to them in the Warrant Agreement. Number of Warrants: Number of Shares of Common Stock: (Total number of shares of Common Stock for which the Direct Registration Warrant is being exercised, before withholding for Exercise Price, if cashless exercise) ¨ herewith tenders payment for of the Warrant Exercise Shares to the order of reorganized Midstates Petroleum Company, Inc. in the amount of $ in accordance with the terms of the Warrant Agreement; or ¨ herewith tenders Warrants pursuant to the cashless exercise provisions of Section 4.3(b) of the Warrant Agreement. The undersigned requests that the Warrant Exercise Shares, or the net number of shares of Common Stock issuable upon exercise of the Warrants pursuant to the cashless exercise provisions of Section 4.3(b) of the Warrant Agreement, be issued in the name of the undersigned Holder or as otherwise indicated below: Name Social Security or Other Taxpayer Identification Number Address If said number of Warrant Exercise Shares shall not be all the Warrant Exercise Shares issuable upon exercise of the Warrant, the exercise form attached hereto undersigned requests that a new Warrant representing the balance of such Warrant shall be issued in the name of the undersigned Holder or as Exhibit A must otherwise indicated below and that a Warrant Statement reflecting such balance be duly executed and completed and delivered to the address indicated below: Name Social Security or Other Taxpayer Identification Number Address Dated: , 20 Signature: Name: Note: If any of the shares of Common Stock issuable upon exercise of the Warrant, or new Warrants representing any portion of the Warrants not exercised, are to be registered in a name other than that in which the Direct Registration Warrants are registered, the signature of the holder hereof must be guaranteed. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGANTURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT C EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrants) NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON APRIL 21, 2020. The undersigned, being the beneficial holder of Book-Entry Warrants issued pursuant to that certain Warrant Agreement, as dated October 21, 2016 (the “Warrant Agreement”), by and among Midstates Petroleum Company, together with this Purchase Warrant and payment of Inc. (the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect“Company”), and all rights represented hereby shall cease American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and expire. The Company shall cause held for its benefit through the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account book-entry facilities of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (the “DWACDepositary”) if ), hereby irrevocably elects to exercise the Company is then a participant in such system and either (A) there is an effective registration statement permitting number of Book-Entry Warrants indicated below, for the issuance purchase of the number of shares of Common Stock indicated below, pursuant to the exercise provisions of Section 4.3 of the Warrant Shares Agreement and (check one). All capitalized terms used in this Exercise Form that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to or resale them in the Warrant Agreement. ¨ Cashless exercise pursuant to Section 4.3(b) of the Ordinary Shares by the Holder Warrant Agreement; or (B¨ Non-cashless exercise pursuant to Section 4.3(a) of the Warrant Agreement with payment in the amount of $ . Number of Warrants: Number of Shares of Common Stock: (Total number of shares of Common Stock for which the Book-Entry Warrants are eligible being exercised before withholding for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming Exercise Price, if a cashless exercise.) The undersigned requests that the shares of Common Stock issuable upon exercise of the Purchase Warrants be delivered to the account at the Depositary specified below. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS, AND PAYMENT, IF ANY, ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT. AUTHORIZED SIGNATURE: NAME: CAPACITY IN WHICH SIGNING: DATED: NAME OF PARTICIPANT: ADDRESS: CONTACT NAME (if different than above): TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): E-MAIL ADDRESS: DEPOSITARY ACCOUNT NO.: EXHIBIT D FORM OF ASSIGNMENT FOR REGISTERED HOLDERS HOLDING DIRECT REGISTRATION WARRANTS (To be executed only upon assignment of Warrants) For value received, the undersigned Registered Holder of Direct Registration Warrants issued pursuant to that certain Warrant Agreement, as dated October 21, 2016, by and otherwise by entering among Midstates Petroleum Company, Inc. (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), hereby sells, assigns and transfers unto the Assignee(s) named below the number of Direct Registration Warrants listed opposite the respective name(s) of the Assignee(s) named below, and all other rights of the Registered Holder under said Direct Registration Warrants, and does hereby irrevocably constitute and appoint attorney, to transfer said Direct Registration Warrants, as and to the extent set forth below, on the Warrant Register maintained for the purpose of registration thereof, with full power of substitution in the Company’s register premises: Name(s) of members Assignee(s) Address of Assignee(s) Number of Warrants Dated: , 20 Signature: Name: Note: The above signature and name should correspond exactly with the name of the Holder or its designee as the holder of the number of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified by the Holder in the Notice Direct Registration Warrants as it appears on Exhibit A (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercisedRegister. THE SIGANTURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, irrespective of the date of delivery of the Warrant SharesStockbrokers, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exerciseSavings and Loan Associations and Credit Unions) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the NoticeWITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

Exercise Form. In order TO: HEXO Corp. The undersigned holder of the Warrants evidenced by this Warrant Agreement hereby exercises the right to acquire ____________ (A) Common Shares of HEXO Corp. Exercise Price Payable: ((A) multiplied by US$3.45, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise this Purchase Warrantof such Warrants on the terms specified in such Warrant Agreement and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Name(s) in Full and Social Insurance Number(s) (if applicable) Address(es) Number of Common Shares Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the exercise form attached hereto as Exhibit A registered holder must pay to the Corporation all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed and executed. Once completed and executed, this Exercise Form must be: (i) mailed or delivered to HEXO Corp., 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx, X0X 0X0, Attention: Chief Financial Officer or (ii) e-mailed to HEXO Corp., Attention: Chief Financial Officer, e-mail: [REDACTED] (with confirmation of receipt by the Company, together with this Purchase Warrant Corporation). The undersigned hereby acknowledges and payment agrees that if that offer and sale of the Exercise Price for Common Shares underlying the Ordinary Shares being purchased payable in cash Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by wire transfer of immediately available funds cashless exercise pursuant to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance Section 3.3 of the Warrant Shares Indenture. It is understood that the Corporation may require evidence to or resale verify the foregoing representation. DATED this ____day of _____, 20__. ) ) ) Witness ) (Signature of Warrantholder, to be the Ordinary Shares by same as ) appears on the Holder or (Bface of this Warrant Agreement) ) ) Name of Registered Warrantholder ☐ Please check if the Warrant certificates representing the Common Shares are eligible for resale by to be delivered at the Holder without volume or manner-of-sale limitations pursuant office where this Warrant Agreement is surrendered, failing which such certificates will be mailed to Rule 144 the address set out above. Schedule D - Withdrawal Notice WITHDRAWAL NOTICE AND RETURN TO TREASURY Date: • To: TSX Trust Company (assuming cashless exercise of “TSX Trust”) 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 And to: HEXO Corp. 0000 Xxxxxxx Xxxx Xxxxxx, Xxxxxxx X0X 0X0 Attention: Chief Financial Officer ______________________________________________________(the Purchase Warrants“Warrantholder”) and otherwise by entering in is the Company’s register of members the name of the Holder or its designee as the registered holder of the number of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A common share purchase warrants (the “NoticeWarrants”) by of HEXO Corp. (the date that is “Corporation”) specified below: Name and Address Registration Particulars Number of Warrants: Certificate # Total Warrants: You are hereby authorized and directed to cancel and return to treasury the earliest of certificates set out above for warrants issued pursuant to a warrant indenture dated August 24, 2021 between the Corporation and TSX Trust (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery DateIndenture”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes The warrants are being cancelled pursuant to have become the holder of record section 2.13 of the Warrant Shares Indenture by the Warrantholder and are to be surrendered to treasury for cancellation. The Warrantholder hereby releases, indemnifies, and agrees to save harmless TSX Trust from all costs, charges, claims, demands, losses and expenses resulting from TSX Trust’s compliance in good faith with respect regards to which the above instructions. THE UNDERSIGNED WARRANTHOLDER, with all requisite legal power and authority to execute and deliver this Purchase Warrant has been exercisedWithdrawal Notice and Return to Treasury, irrespective of the date of delivery by acceptance of the Warrant SharesAgreement, provided that payment of agrees to be bound by the aggregate Exercise Price (other than terms and conditions set forth in the case Warrant Agreement. DATED this ____day of a cashless exercise_____, 20__. Witness (Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate) is received within the earlier Name of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.Registered Warrantholder

Exercise Form. In order The undersigned Registered Owner hereby irrevocably elects to exercise _______ Warrants represented by this Purchase WarrantWarrant Certificate, and to purchase the shares of Common Stock of PSM Holdings, Inc., a Delaware corporation issuable upon the exercise of such Warrants, and requests that certificates for such shares shall be issued in the name of: (Please print or type name and address) and be delivered to: (Please print or type name and address) Please insert social security or other identifying number: _______________________ By executing this Exercise Form, the exercise form attached hereto undersigned confirms that he, she or it is an “accredited investor” as Exhibit A must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment defined in Rule 501(a) of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated Regulation D promulgated by the Company or by certified checkU.S. Securities and Exchange Commission. If the subscription rights represented hereby such number of Warrants shall not be exercised at or before 5:00 p.m., Eastern time, on all of the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause Warrants evidenced by the Warrant Shares purchased hereunder to Certificate, a new Warrant Certificate for the balance of such Warrants be transmitted by registered in the Transfer Agent to name of and delivered to, the Holder by crediting Registered Owner at the account address stated below. IMPORTANT: The name of the Holder’s or its designee’s balance account person exercising this Warrant must correspond with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder Registered Owner written on the face of this Warrant Certificate in every particular, without alteration or its designee as any change whatever, unless it has been assigned by completing the holder Assignment form below. Dated: ________________, 201___ Signature of Registered Owner (Please Print Address) ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (Please print or type name and address) Please insert social security or other identifying number: _______________________ ________________ of the number Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints any officer of Warrant SharesPSM Holdings, to which the Holder is entitled pursuant to such exercise and physical delivery of Inc., a certificate to the address specified by the Holder in the Notice on Exhibit A Delaware corporation (the “NoticeCompany”) by ), or its transfer agent and registrar as lawful Attorney to transfer this Warrant Certificate on the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company books of the NoticeCompany, (ii) one (1) Trading Day after delivery with full power of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of the name of the Holder or its designee substitution in the register premises. Dated: ________________, 201___ Signature of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.Registered Owner

Exercise Form. In order To: Ivanhoe Energy Inc. c/o CIBC Mellon Trust Company 1000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 The undersigned holder of the within Special Warrant Certificate, pursuant to the Special Warrant Indenture mentioned therein hereby exercises of the Special Warrants (the “Exercised Special Warrants”) evidenced thereby and hereby subscribes for a number of Common Shares and Warrants of Ivanhoe Energy Inc. equal to such number of Common Shares and Warrants or numbers or amounts of other shares or securities or property, or combination thereof, to which such exercise this Purchase Warrantentitles him under the provisions of the Special Warrant Indenture and on the terms specified in such Special Warrant Certificate and the Special Warrant Indenture. The undersigned hereby irrevocably directs that such Common Shares and Warrants be issued and delivered as follows: Number(s) or Amount(s) of Common Shares Name(s) in Full Address(es) and Warrants No certificates will be registered or delivered to an address in the United States – unless Box B below is checked. (Please print full name in which share and warrant certificates are to be issued. If any Common Shares and Warrants are to be issued to a person or persons other than the Special Warrantholder, the exercise form attached hereto as Exhibit A Special Warrantholder must be duly executed and completed and delivered pay to the Company, together with this Purchase Warrant and payment Trustee all exigible transfer taxes or other government charges.) The undersigned certifies that each of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated representations and warranties made by the undersigned to the Company or by certified check. If in connection with the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, undersigned’s acquisition of the Exercised Special Warrants remains true and correct on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expiredate hereof. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either undersigned represents that it (A) there is an effective registration statement permitting the issuance of the Warrant Shares has had access to or resale of the Ordinary Shares by the Holder or such current public information concerning Ivanhoe Energy Inc. as it considered necessary in connection with its investment decision and (B) understands that the Warrant Shares are eligible for resale by securities issuable upon exercise hereof have not and will not be registered under the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise United States Securities Act of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder or its designee 1933, as the holder of the number of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A amended (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery DateU.S. Securities Act”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided The undersigned represents and warrants that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.it: [check one only]

Exercise Form. In order TO: XXX.XXX INTERNATIONAL INC. The undersigned hereby exercises the right to exercise this Purchase Warrantsubscribe for _________ Common Shares in the capital of XXX.XXX INTERNATIONAL INC. (or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the provisions of the Indenture mentioned in the within Warrant Certificate) at a price per share of $1.65 (subject to adjustment in certain events) according to the terms of the Indenture mentioned in the within Warrant Certificate and encloses the necessary subscription monies per Common Share, by way of certified cheque or bank draft (or the adjusted dollar amount per share at which the undersigned is entitled to purchase such shares or other securities or property under the provisions of the Indenture). If any of the Common Shares are to be issued to a person or persons other than the holder in those circumstances as set forth in the within Warrant Certificate, the exercise form attached hereto as Exhibit A holder must pay to CIBC Mellon Trust Company all requisite stamp or security transfer taxes or other governmental charges related thereto. Such Common Shares should be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares being purchased payable following address in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder person(s) listed below. (Print clearly) Name: Address in Full: Number of Warrants Exercised: Number of Common Shares Subscribed for (equal to the Number of Warrants Exercised rounded down to the nearest whole number of shares): Total Amount of Subscription Funds Enclosed: DATED this day of , 19 . _______________________ Signature of Warrantholder _______________________ Name of Warrantholder (As registered on Warrant Certificate) _______________________ _______________________ _______________________ Print Full Address TRANSFER FORM FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or its designee as typewrite name and address of assignee) _________________________ Warrant(s) represented by the holder within certificate, and do(es) hereby irrevocably constitute and appoint _______________________________ __________________________________the attorney of the number undersigned to transfer the said Warrant(s) on the register of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified Warrants maintained by the Holder in the Notice on Exhibit A Agent with full power of substitution hereunder. DATED this ________ day of _______________ , 199__. _____________________ Signature of Warrantholder ____________________________ _____________________ Signature Guarantee Name of Warrantholder (the “Notice”please print) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company The signature of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price Warrantholder to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of this assignment must correspond exactly with the name of the Holder Warrantholder as set forth on the face of this Warrant certificate in every particular, without alteration or its designee in enlargement or any change whatsoever and the register signature must be guaranteed by a Canadian chartered bank or by a trust company or by a member firm of members any Canadian stock exchange, any of whose signature must be on file with the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the NoticeAgent.

Exercise Form. In order TO: XXX.XXX INTERNATIONAL INC. The undersigned hereby exercises the right to exercise this Purchase Warrantsubscribe for _________ Common Shares in the capital of XXX.XXX INTERNATIONAL INC. (or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the provisions of the Indenture mentioned in the within Warrant Certificate) at a price per share of $1.75 (subject to adjustment in certain events) according to the terms of the Indenture mentioned in the within Warrant Certificate and encloses the necessary subscription monies per Common Share, by way of certified cheque or bank draft (or the adjusted dollar amount per share at which the undersigned is entitled to purchase such shares or other securities or property under the provisions of the Indenture). If any of the Common Shares are to be issued to a person or persons other than the holder in those circumstances as set forth in the within Warrant Certificate, the exercise form attached hereto as Exhibit A holder must pay to CIBC Mellon Trust Company all requisite stamp or security transfer taxes or other governmental charges related thereto. Such Common Shares should be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares being purchased payable following address in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder person(s) listed below. (Print clearly) Name: Address in Full: Number of Warrants Exercised: Number of Common Shares Subscribed for (equal to the Number of Warrants Exercised rounded down to the nearest whole number of shares): Total Amount of Subscription Funds Enclosed: DATED this day of , 19 . ------------------- Signature of Warrantholder ------------------- Name of Warrantholder (As registered on Warrant Certificate) ------------------- ------------------- ------------------- Print Full Address - 7 - TRANSFER FORM FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Please print or its designee as typewrite name and address of assignee) ____________________________ Warrant(s) represented by the holder within certificate, and do(es) hereby irrevocably constitute and appoint___________________________ ____________________________ the attorney of the number undersigned to transfer the said Warrant(s) on the register of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified Warrants maintained by the Holder in the Notice on Exhibit A Agent with full power of substitution hereunder. DATED this ________ day of _______________ , 199__. ------------------- Signature of Warrantholder ------------------- ------------------- Signature Guarantee Name of Warrantholder (the “Notice”please print) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company The signature of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price Warrantholder to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of this assignment must correspond exactly with the name of the Holder Warrantholder as set forth on the face of this Warrant certificate in every particular, without alteration or its designee in enlargement or any change whatsoever and the register signature must be guaranteed by a Canadian chartered bank or by a trust company or by a member firm of members any Canadian stock exchange, any of whose signature must be on file with the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the NoticeAgent.

Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The .Within 5 days after the payment of the Purchase Price following the exercise of this Warrant (in whole or in part) and compliance with Sections herein, the Company at its expense shall cause issue in the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent name of and deliver to the Holder by crediting the account of the Holder’s (i) a certificate or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible certificates for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder or its designee as the holder of the number of fully paid and non-assessable shares of Warrant Shares, Stock to which the Holder is shall be entitled pursuant to upon such exercise exercise, and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery a new Warrant of the aggregate Exercise Price like tenor to the Company and (iii) the purchase up to that number of Trading Days comprising the Standard Settlement Period after the delivery shares of Warrant Stock, if any, as to the Company of the Notice (such date, the “which this Warrant Share Delivery Date”)has not been exercised if this Warrant has not expired. Upon entry of the name of the The Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall for all purposes be deemed for all corporate purposes to have become the holder of record of such shares of Warrant Stock on the date this Warrant Shares was exercised (the date the Holder has fully complied with respect to which this Purchase Warrant has been exercisedthe requirements of Sections herein), irrespective of the date of delivery of the certificate or certificates representing the Warrant SharesStock; provided that, provided that payment if the date such exercise is made is a date when the stock transfer books of the aggregate Exercise Price (other than in Company are closed, such person shall be deemed to have become the case holder of a cashless exercise) is received within record of such shares of Warrant Stock at the earlier close of (i) two (2) Trading Days and (ii) business on the number of Trading Days comprising next succeeding date on which the Standard Settlement Period following delivery of the Noticestock transfer books are open.

Exercise Form. In order TO: ORGANIGRAM HOLDINGS INC. The undersigned holder of the Warrants evidenced by this Warrant Agreement hereby exercises the right to acquire _______________ (A) Common Shares of Organigram Holdings Inc. Exercise Price Payable: ((A) multiplied by $3.65, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise this Purchase Warrantof such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Name(s) in Full and Social Insurance Number(s) (if applicable) Address(es) Number of Common Shares Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the exercise form attached hereto as Exhibit A registered holder must pay to the Corporation all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed and executed. Once completed and executed, this Exercise Form must be: (i) mailed or delivered to Organigram Holdings Inc., 0000-000 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0, Attention: Chief Financial Officer or (ii) e-mailed to Organigram Holdings Inc., Attention: Chief Financial Officer, e-mail: [REDACTED] with a copy to [REDACTED] (with confirmation of receipt by the Company, together with this Purchase Warrant Corporation). The undersigned hereby acknowledges and payment agrees that if that offer and sale of the Exercise Price for Common Shares underlying the Ordinary Shares being purchased payable in cash Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by wire transfer of immediately available funds cashless exercise pursuant to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance Section 3.3 of the Warrant Shares to or resale Indenture unless, as provided for in Section 3.3(b) of Warrant Indenture, the Ordinary Shares undersigned makes the following certification by checking this box ☐: By checking the Holder or (B) foregoing box, the Warrant Shares are eligible for resale by undersigned hereby represents and warrants that the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless undersigned at the time of exercise of the Purchase Warrants) and otherwise by entering Warrants is not in the Company’s register United States, is not a U.S. Person, and is not exercising the Warrants on behalf of, or for the account or benefit of members a U.S. person or a person in the name United States, and did not execute or deliver this exercise form in the United States. It is understood that the Corporation may require evidence to verify the foregoing DATED this ____day of ____________________, 20__. Witness (Signature of Warrantholder, to be the Holder or its designee same as appears on the face of this Warrant Agreement) Name of Registered Warrantholder ☐ Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Agreement is surrendered, failing which such certificates will be mailed to the address set out above. SCHEDULE D WITHDRAWAL NOTICE XXXXXXXXXX NOTICE AND RETURN TO TREASURY DATE: [⬤] TO: TSX Trust Company ("TSX Trust") 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 AND TO: Organigram Holdings Inc. 0000-000 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Chief Financial Officer _______________________________________________ (the "Warrantholder") is the registered holder of the number of Warrant Shares, common share purchase warrants (the "Warrants") of Organigram Holdings Inc. (the "Corporation") specified below: Name and Address Registration Particulars Number of Warrants: Certificate # Total Warrants: You are hereby authorized and directed to which cancel and return to treasury the Holder is entitled certificates set out above for warrants issued pursuant to such exercise a warrant indenture dated April 2, 2024 between the Corporation and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A TSX Trust (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “"Warrant Share Delivery Date”Indenture"). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes The warrants are being cancelled pursuant to have become the holder of record section 2.13 of the Warrant Shares Indenture by the Warrantholder and are to be surrendered to treasury for cancellation. The Warrantholder hereby releases, indemnifies, and agrees to save harmless TSX Trust from all costs, charges, claims, demands, losses and expenses resulting from TSX Trust's compliance in good faith with respect regards to which the above instructions. THE UNDERSIGNED WARRANTHOLDER, with all requisite legal power and authority to execute and deliver this Purchase Warrant has been exercisedWithdrawal Notice and Return to Treasury, irrespective of the date of delivery by acceptance of the Warrant SharesAgreement, provided that payment of agrees to be bound by the aggregate Exercise Price (other than terms and conditions set forth in the case Warrant Agreement. DATED this ____day of a cashless exercise_______________, 20__. Witness (Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate) is received within the earlier Name of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.Registered Warrantholder

Exercise Form. In order TO: ORGANIGRAM HOLDINGS INC. The undersigned holder of the Warrants evidenced by this Warrant Agreement hereby exercises the right to acquire _______________ (A) Common Shares of Organigram Holdings Inc. Exercise Price Payable: ((A) multiplied by $2.50, subject to adjustment) The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise this Purchase Warrantof such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture. The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows: Name(s) in Full and Social Insurance Number(s) (if applicable) Address(es) Number of Common Shares Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the exercise form attached hereto as Exhibit A registered holder must pay to the Corporation all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed and executed. Once completed and executed, this Exercise Form must be: (i) mailed or delivered to Organigram Holdings Inc., 00 Xxxxxxx Xx., Xxxxxxx, Xxx Xxxxxxxxx, X0X 0X0, Attention: Chief Financial Officer or (ii) e-mailed to Organigram Holdings Inc., Attention: Chief Financial Officer, e-mail: [[REDACTED]] (with confirmation of receipt by the Company, together with this Purchase Warrant Corporation). The undersigned hereby acknowledges and payment agrees that if that offer and sale of the Exercise Price for Common Shares underlying the Ordinary Shares being purchased payable in cash Warrants is not registered under the United States Securities Act of 1933, the undersigned elects to exercise the above referenced Warrants by wire transfer of immediately available funds cashless exercise pursuant to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance Section 3.3 of the Warrant Shares Indenture. It is understood that the Corporation may require evidence to or resale verify the foregoing DATED this ____day of ____________________, 20__. Witness (Signature of Warrantholder, to be the Ordinary Shares by same as appears on the Holder or (Bface of this Warrant Agreement) Name of Registered Warrantholder ☐ Please check if the Warrant certificates representing the Common Shares are eligible for resale by to be delivered at the Holder without volume or manner-of-sale limitations pursuant office where this Warrant Agreement is surrendered, failing which such certificates will be mailed to Rule 144 the address set out above. SCHEDULE D WITHDRAWAL NOTICE WITHDRAWAL NOTICE AND RETURN TO TREASURY DATE: [⬤] TO: TSX Trust Company (assuming cashless exercise of "TSX Trust") 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 AND TO: Organigram Holdings Inc. 00 Xxxxxxx Xx., Xxxxxxx, Xxx Xxxxxxxxx, X0X 0X0 Attention: Chief Financial Officer _______________________________________________ (the Purchase Warrants"Warrantholder") and otherwise by entering in is the Company’s register of members the name of the Holder or its designee as the registered holder of the number of Warrant Shares, common share purchase warrants (the "Warrants") of Organigram Holdings Inc. (the "Corporation") specified below: Name and Address Registration Particulars Number of Warrants: Certificate # Total Warrants: You are hereby authorized and directed to which cancel and return to treasury the Holder is entitled certificates set out above for warrants issued pursuant to such exercise a warrant indenture dated November 12, 2020 between the Corporation and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A TSX Trust (the “Notice”) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “"Warrant Share Delivery Date”Indenture"). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes The warrants are being cancelled pursuant to have become the holder of record section 2.13 of the Warrant Shares Indenture by the Warrantholder and are to be surrendered to treasury for cancellation. The Warrantholder hereby releases, indemnifies, and agrees to save harmless TSX Trust from all costs, charges, claims, demands, losses and expenses resulting from TSX Trust's compliance in good faith with respect regards to which the above instructions. THE UNDERSIGNED WARRANTHOLDER, with all requisite legal power and authority to execute and deliver this Purchase Warrant has been exercisedWithdrawal Notice and Return to Treasury, irrespective of the date of delivery by acceptance of the Warrant SharesAgreement, provided that payment of agrees to be bound by the aggregate Exercise Price (other than terms and conditions set forth in the case Warrant Agreement. DATED this ____day of a cashless exercise_______________, 20__. Witness (Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate) is received within the earlier Name of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.Registered Warrantholder

Exercise Form. In order to exercise this Purchase Warrant, a duly executed facsimile copy of the exercise form attached hereto as Exhibit A (“Notice of Exercise”) must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment Company (or such other office or agency of the Exercise Price for Company as it may designate by notice in writing to the Ordinary Shares being purchased payable in cash by wire transfer registered Holder at the address of immediately available funds to an account designated by the Company or by certified checkHolder appearing on the books of the Company). If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Ordinary Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Purchase Warrants) and otherwise by entering in the Company’s register of members the name of the Holder or its designee as the holder of the number of Warrant Shares, to which the Holder is entitled pursuant to such exercise and physical delivery of a certificate to the address specified by the Holder in the Notice on Exhibit A (the “Notice”) by the date that is the earliest of (i) Within three (3) Trading Days after trading days following the delivery date of exercise as aforesaid, the Holder shall deliver payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check unless the cashless exercise procedure specified in Section 2.2 below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Purchase Warrant to the Company until the Holder has purchased all of the NoticeShares available hereunder and the Purchase Warrant has been exercised in full, in which case, the Holder shall surrender this Purchase Warrant to the Company for cancellation within three (ii3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Purchase Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. The Holder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise attached hereto within one (1) Trading Business Day after delivery of receipt of such notice. The Holder and any assignee, by acceptance of this Purchase Warrant, acknowledge and agree that, by reason of the aggregate Exercise Price to provisions of this paragraph, following the Company and (iii) purchase of a portion of the Shares hereunder, the number of Trading Days comprising Sxxxxx available for purchase hereunder at any given time may be less than the Standard Settlement Period after amount stated on the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Purchase Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Noticeface hereof.

Exercise Form. In order The undersigned Registered Holder of this Warrant Certificate hereby irrevocably elects to exercise this Purchase Warrant________________________________ Warrants for the purchase of __________________ shares of Common Stock, the exercise form attached hereto as Exhibit A must be duly executed and completed and delivered pursuant to the Company, together with this Purchase Warrant and payment cashless exercise provisions of the Exercise Price for the Ordinary Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”Section 4.3(a) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to Agreement (the total number of shares of Common Stock for which the Warrants represented hereby are being exercised before withholding for the Exercise Price), and requests that the net number of shares of Common Stock issuable upon exercise be registered as follows: Social Security or resale Other Taxpayer Identification Number Print name and address If such Warrants shall not constitute all of the Ordinary Shares by Warrants represented hereby, the Holder or (B) undersigned requests that a new Warrant Certificate of like tenor and date for the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise balance of the Purchase Warrants) Warrants represented hereby be issued and otherwise by entering in the Company’s register of members delivered as follows: Social Security or Other Taxpayer Identification Number Print name and address Dated: _______ , 20__ Signature: ______________________________ Name: __________________________________ Note: The above signature and name should correspond exactly with the name of the Holder holder as it appears on the face of the certificate, in every particular without alteration or its designee as enlargement or any change whatsoever. Note: If the Common Stock, or a new Warrant Certificate representing any portion of the Warrants not exercised, is to be registered in a name other than that in which this Warrant Certificate is registered, the signature of the holder hereof must be guaranteed. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGANTURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B EXERCISE FORM FOR REGISTERED HOLDERS OF DIRECT REGISTRATION WARRANTS (To be executed upon exercise of Warrants) NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON OCTOBER 15, 2021. The undersigned Registered Holder, being the holder of Direct Registration Warrants of Eagle Bulk Shipping Inc., issued pursuant to that certain Warrant Agreement, as dated October 15, 2014 (the “Warrant Agreement”), by and among Eagle Bulk Shipping Inc. (the “Company”), and Computershare Inc. and Computershare Trust Company N.A. (together, the “Warrant Agent”), hereby irrevocably elects to exercise the number of Direct Registration Warrants indicated below, for the purchase of the number of Warrant Sharesshares of Common Stock indicated below, to which the Holder is entitled pursuant to such the cashless exercise and physical delivery provisions of a certificate to the address specified by the Holder in the Notice on Exhibit A (the “Notice”Section 4.3(a) by the date that is the earliest of (i) three (3) Trading Days after the delivery to the Company of the Notice, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice (such date, the “Warrant Share Delivery Date”). Upon entry of the name of the Holder or its designee in the register of members of the Company as the holder of the relevant Warrant Shares, the Holder or its designee shall be deemed for all corporate purposes to have become the holder of record of the Warrant Agreement. All capitalized terms used in this Exercise Form that are not defined herein but are defined in the Warrant Agreement shall have the meanings given to them in the Warrant Agreement. Number of Warrants: _______________________ Number of Shares with respect to of Common Stock: _______________________ (Total number of shares of Common Stock for which this Purchase the Direct Registration Warrant has been is being exercised, irrespective before withholding for the Exercise Price.) The undersigned requests that the net number of shares of Common Stock issuable upon exercise of the date of delivery of the Warrant SharesWarrants be registered, provided that payment of the aggregate Exercise Price (other than and a statement in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice.respect thereof be delivered, as follows: Name: ______________________________ Social Security or Other Taxpayer Identification Number: ______________________________ Address: ______________________________ ______________________________ Dated: ___________, 20____ Signature: Name:__________________________________________