TRUST INDENTURE DATED AS OF THE 20TH DAY OF DECEMBER, 2019 BETWEEN HARVEST HEALTH & RECREATION INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTES

Exhibit 4.5

TRUST INDENTURE

DATED AS OF THE 20^TH DAY OF DECEMBER, 2019

BETWEEN

HARVEST HEALTH & RECREATION INC., AS ISSUER

AND

ODYSSEY TRUST COMPANY, AS TRUSTEE

PROVIDING FOR THE ISSUE OF NOTES

TABLE OF CONTENTS

Article 1 INTERPRETATION		1

1.1	Definitions	1
1.2	Meaning of “Outstanding”	33
1.3	Interpretation	33
1.4	Headings, Etc.	34
1.5	Statute Reference	34
1.6	Day not a Business Day	34
1.7	Applicable Law	34
1.8	Monetary References	34
1.9	Invalidity, Etc.	34
1.10	Language	34
1.11	Successors and Assigns	35
1.12	Benefits of Indenture	35
1.13	Accounting Terms; Changes in IFRS	35
1.14	Interest Act (Canada)	36

Article 2 THE NOTES		36

2.1	Issue and Designation of Notes; Ranking	36
2.2	Issuance in Series	36
2.3	Form of Notes	38
2.4	Execution, Authentication and Delivery of Notes	40
2.5	Registrar and Paying Agent	41
2.6	Paying Agent to Hold Money in Trust	41
2.7	Book Entry Only Notes	42
2.8	Global Notes	42
2.9	Interim Notes	44
2.10	Mutilation, Loss, Theft or Destruction	44
2.11	Concerning Interest	45
2.12	Payments of Amounts Due on Maturity	46
2.13	Legends on Notes	47
2.14	Payment of Interest	48
2.15	Record of Payment	49
2.16	Representation Regarding Third Party Interest	49

Article 3 TERMS OF THE UNIT Notes AND COUPON NOTES		50

3.1	Definitions	50
3.2	Creation and Designation of the Unit Notes and Coupon Notes	50
3.3	Aggregate Principal Amount	50
3.4	Authentication	50
3.5	Date of Issue and Maturity	51
3.6	Interest	51
3.7	Optional Redemption	51
3.8	[INTENTIONALLY DELETED.]	52
3.9	Mandatory Redemption and Market Purchases	52
3.10	Form and Denomination of the Unit Notes and Coupon Notes	52
3.11	Currency of Payment	52

3.12	Additional Amounts	53
3.13	Appointment	56
3.14	Inconsistency	56
3.15	Reference to Principal, Premium, Interest, etc.	56

Article 4 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP		56

4.1	Register of Certificated Notes	56
4.2	Global Notes	57
4.3	Transferee Entitled to Registration	58
4.4	No Notice of Trusts	58
4.5	Registers Open for Inspection	59
4.6	Transfers and Exchanges of Notes	59
4.7	Charges for Registration, Transfer and Exchange	63
4.8	Ownership of Notes	63
4.9	Cancellation and Destruction	64

Article 5 REDEMPTION AND PURCHASE OF NOTES		64

5.1	Redemption of Notes	64
5.2	Places of Payment	64
5.3	Partial Redemption	64
5.4	Notice of Redemption	65
5.5	Qualified Redemption Notice	66
5.6	Notes Due on Redemption Dates	67
5.7	Deposit of Redemption Monies	67
5.8	Failure to Surrender Notes Called for Redemption	68
5.9	Cancellation of Notes Redeemed	68
5.10	Purchase of Notes for Cancellation	68

Article 6 COVENANTS OF THE ISSUER		69

6.1	Payment of Principal, Premium, and Interest	69
6.2	Existence	69
6.3	Payment of Taxes and Other Claims	69
6.4	Keeping of Books	69
6.5	Provision of Reports and Financial Statements	70
6.6	Designation of Restricted and Unrestricted Subsidiaries	70
6.7	Liens	71
6.8	Restricted Payments	73
6.9	Incurrence of Indebtedness	73
6.10	Maintenance of Consolidated Indebtedness to Enterprise Value Ratio	76
6.11	Payments for Consents	79
6.12	Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries	79
6.13	Transactions with Affiliates	80
6.14	Business Activities	82
6.15	Repurchase at the Option of Holders – Change of Control	85
6.16	Repurchase at the Option of Holders – Asset Sales	87
6.17	Payments for Consent	90
6.18	Suspension of Covenants	90
6.19	Future Guarantees	92

Article 7 DEFAULT AND ENFORCEMENT		92

7.1	Events of Default	92
7.2	Acceleration of Maturity; Rescission, Annulment and Waiver	95
7.3	Collection of Indebtedness and Suits for Enforcement by Trustee	97
7.4	Trustee May File Proofs of Claim	98
7.5	Trustee May Enforce Claims Without Possession of Notes	99
7.6	Application of Monies by Trustee	99
7.7	No Suits by Holders	100
7.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	100
7.9	Restoration of Rights and Remedies	101
7.10	Rights and Remedies Cumulative	101
7.11	Delay or Omission Not Waiver	101
7.12	Control by Holders	101
7.13	Notice of Event of Default	102
7.14	Waiver of Stay or Extension Laws	102
7.15	Undertaking for Costs	102
7.16	Judgment Against the Issuer	102
7.17	Immunity of Officers and Others	102
7.18	Notice of Payment by Trustee	103
7.19	Trustee May Demand Production of Notes	103
7.20	Statement by Officers	103

Article 8 DISCHARGE AND DEFEASANCE		103

8.1	Satisfaction and Discharge	103
8.2	Option to Effect Discharge, Legal Defeasance or Covenant Defeasance	104
8.3	Legal Defeasance and Discharge	105
8.4	Covenant Defeasance	105
8.5	Conditions to Legal or Covenant Defeasance	106
8.6	Application of Trust Funds	107
8.7	Repayment to the Issuer	108
8.8	Continuance of Rights, Duties and Obligations	108
8.9	Release of Liens	108

Article 9 MEETINGS OF HOLDERS		109

9.1	Purpose, Effect and Convention of Meetings	109
9.2	Notice of Meetings	110
9.3	Chair	111
9.4	Quorum	111
9.5	Power to Adjourn	112
9.6	Voting	112
9.7	Poll	112
9.8	Proxies	112
9.9	Persons Entitled to Attend Meetings	113
9.10	Powers Cumulative	113
9.11	Minutes	113
9.12	Instruments in Writing	113
9.13	Binding Effect of Resolutions	114
9.14	Evidence of Rights of Holders	114

Article 10 SUCCESSORS TO THE ISSUER AND THE RESTRICTED SUBSIDIARIES		114

10.1	Merger, Consolidation, Amalgamation or Sale of Assets	114
10.2	Vesting of Powers in Successor	116

Article 11 CONCERNING THE TRUSTEE		117

11.1	No Conflict of Interest	117
11.2	Replacement of Trustee	117
11.3	Rights and Duties of Trustee	118
11.4	Reliance Upon Declarations, Opinions, etc.	119
11.5	Evidence and Authority to Trustee, Opinions, etc.	120
11.6	Officers’ Certificates Evidence	121
11.7	Experts, Advisers and Agents	121
11.8	Trustee May Deal in Notes	122
11.9	Investment of Monies Held by Trustee	122
11.10	Trustee Not Ordinarily Bound	123
11.11	Trustee Not Required to Give Security	123
11.12	Trustee Not Bound to Act on Issuer’s Request	123
11.13	Conditions Precedent to Trustee’s Obligations to Act Hereunder	123
11.14	Authority to Carry on Business	124
11.15	Compensation and Indemnity	124
11.16	Acceptance of Trust	125
11.17	Anti-Money Laundering	125
11.18	Privacy	125

Article 12 AMENDMENT, SUPPLEMENT AND WAIVER		126

12.1	Ordinary Consent	126
12.2	Special Consent	126
12.3	Without Consent	128
12.4	Form of Consent	129
12.5	Supplemental Indentures	129

Article 13 GUARANTEES		130

13.1	Issuance of Guarantees	130
13.2	Release of Guarantees	131

Article 14 NOTICES		132

14.1	Notice to Issuer	132
14.2	Notice to Holders	132
14.3	Notice to Trustee	132
14.4	Mail Service Interruption	132

Article 15 MISCELLANEOUS		133

15.1	Copies of Indenture	133
15.2	Force Majeure	133
15.3	Waiver of Jury Trial	133

Article 16 EXECUTION AND FORMAL DATE		134

16.1	Execution	134

16.2	Formal Date	134

Appendix A FORM OF Unit Notes AND Coupon Notes		- 1 -

Appendix B FORM OF GuarantY		- 8 -

THIS INDENTURE made as of the 20^th day of December, 2019.

BETWEEN:

HARVEST HEALTH & RECREATION INC., a company subsisting under the laws of the Province of British Columbia (hereinafter called the “Issuer”);

AND

ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta authorized to carry on the business of a trust company in British Columbia (hereinafter called the “Trustee”).

WITNESSETH THAT:

WHEREAS the Issuer considers it desirable for its business purposes to create and issue Notes of one or more series from time to time in the manner and subject to the terms and conditions set forth in this Indenture from time to time.

AND WHEREAS the Issuer, subject to the terms hereof, may issue Notes in an unlimited aggregate principal amount and as of the date hereof the Issuer has duly authorized the issuance of 9.25% Senior Secured Notes due December 19, 2022 and 15% Senior Secured Notes due December 19, 2022.

NOW THEREFORE it is hereby covenanted, agreed and declared as set forth herein:

Article 1
INTERPRETATION

1.1

Definitions

In this Indenture (including the recitals hereto) and in the Notes, unless there is something in the subject matter or context inconsistent therewith, the expressions following shall have the following meanings:

“Accounting Change” has the meaning set forth in Section 1.13.

“Accounting Change Notice” has the meaning set forth in Section 1.13.

“Acquired Debt” means, with respect to any specified Person, Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person;

“Acquisition” means, for any Person, any purchase or other acquisition, regardless of how it is done (including any purchase or other acquisition by amalgamation, merger, arrangement, business combination, or other form of corporate reorganization or by purchase, lease, or other acquisition arrangement), of: (1) any other Person (including any purchase or other acquisition of issued and outstanding securities of, or a portion of an Equity Interest in, another Person, with the effect of that other Person becoming a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the Property of any other Person, or (2) any division, business, operation, or undertaking of any other Person or of all or substantially all of the Property of any division, business, operation, or undertaking of any other Person, and “Acquire” has a comparable meaning.

“Additional Amounts” has the meaning set forth in Section 3.12.

“Additional Notes” means Notes of any series (other than the Notes issued on the initial issue date of the relevant series of Notes and any Notes issued in exchange or in replacement (in whole or in part) for such initial Notes) issued under this Indenture in accordance with Section 2.2.

“Advance Offer” has the meaning given to that term in Section 6.16.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under ‎direct or indirect common control with such specified Person. For purposes of this definition, “control,” as ‎used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or ‎cause the direction of the management or policies of such Person, whether through the ownership of voting ‎securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” ‎and “under common control with” will have correlative meanings‎.

“Affiliate Transaction” has the meaning given to that term in Section 6.13.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository that apply to such transfer or exchange.

“Applicable Securities Legislation” means, at any time, applicable securities laws (including rules, regulations, policies, instruments and blanket orders) in each of the provinces and territories of Canada.

“Asset Sale” means any of the following:

	(a)	the sale, conveyance or other disposition of any assets, other than a transaction governed by the provisions of Section 6.15 or Section 10.1 of this Indenture, and

	(b)	the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale, transfer or other conveyance by the Issuer or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares or shares required to be owned by other Persons pursuant to applicable law).

Notwithstanding the preceding, the following items will be deemed not to be Asset Sales‎:

(c)

any single transaction or series of related transactions that involves assets or other Equity Interests ‎having a Fair Market Value of less than 10% of Consolidated Net Tangible Assets of the Issuer; provided that the aggregate amount of ‎any such transactions shall not have a Fair Market Value exceeding a maximum of 10% of Consolidated Net Tangible Assets of the Issuer; ‎

	(d)	any issuance or transfer of assets or Equity Interests between or among the Issuer and its Restricted ‎Subsidiaries or between or among the Restricted Subsidiaries;‎

	(e)	the sale or other disposition of cash or Cash Equivalents;‎

	(f)	dispositions (including without limitation surrenders and waivers) of accounts or notes receivable or ‎other contract rights in connection with the compromise, settlement or collection thereof in ‎the ordinary course of business or in bankruptcy or similar proceedings;‎

	(g)	the trade or exchange by the Issuer or any Restricted Subsidiary thereof of any asset for any other ‎asset or assets that is used or useable in a Permitted Business, including any cash or Cash ‎Equivalents necessary in order to achieve an exchange of equivalent value; provided, ‎however, that the Fair Market Value of the asset or assets received by the Issuer or any ‎Restricted Subsidiary in such trade or exchange (including any such cash or Cash ‎Equivalents) is at least equal to the Fair Market Value (as determined in good faith by the ‎Board of Directors or an executive officer of the Issuer or such Subsidiary with ‎responsibility for such transaction, which determination shall be conclusive evidence of ‎compliance with this provision) of the asset or assets disposed of by the Issuer or any ‎Restricted Subsidiary pursuant to such trade or exchange;‎

	(h)	any sale, lease, conveyance or other disposition of (i) inventory, products, services or accounts ‎receivable in the ordinary course of business, and (ii) any property or equipment that has ‎become damaged, worn out or obsolete or pursuant to a program for the maintenance or ‎upgrading of such property or equipment;‎

	(i)	the creation of a Lien not prohibited by this Indenture and any disposition of assets resulting from the ‎enforcement or foreclosure of any such Lien;‎

	(j)	the disposition of assets that, in the good faith judgment of the Issuer, are no longer used or useful in ‎the business of such entity;‎

	(k)	a Restricted Payment that is permitted by the Indenture, a Permitted Investment, or any other payment or Investment that is otherwise permitted by the Indenture;

	(l)	leases or subleases in the ordinary course of business to third persons otherwise in accordance with ‎the provisions of this Indenture;‎

	(m)	an issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to a wholly owned Restricted ‎Subsidiary of the Issuer;‎

	(n)	a surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other ‎claims in the ordinary course of business;‎

	(o)	foreclosure on Property;‎

	(p)	any sale, transfer or other disposition of: (i) any rights, title or interest in real property; or (ii) Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any Property (including the right, title or interest in any Property) of an Unrestricted Subsidiaries or any of them;

	(q)	sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or ‎made pursuant to, customary buy/sell arrangements between the joint venture parties set ‎forth in joint venture arrangements and similar binding arrangements and the transfer of ‎assets as part of the consideration for Investment in a joint venture so long as the Fair Market ‎Value of such assets is counted against the amount of Investments permitted pursuant to Section 6.8;

	(r)	sales, transfers or dispositions in connection with Permitted Liens; ‎

	(s)	sales, transfers or dispositions in respect of which the Issuer or a Restricted Subsidiary is required to pay the ‎proceeds thereof to a third party pursuant to the terms of agreements or arrangements in ‎existence as at the Issue Date; ‎

	(t)	any sale, transfer or other disposition of Capital Stock of a Restricted Subsidiary pursuant to an ‎agreement or other obligation with or to a Person (other than the Issuer) from whom such ‎Restricted Subsidiary was Acquired, or from whom such Restricted Subsidiary Acquired its ‎business and assets (having been newly formed in connection with such Acquisition), made as ‎part of such acquisition and in each case comprising all or a portion of the consideration in ‎respect of such sale or Acquisition;

	(u)	any issuance of Equity Interests by the Issuer; and

	(v)	sales, transfers or dispositions of assets in connection with any settlement or other resolutions of claims, litigation, arbitration or other disputes; or in satisfaction of judgements or arbitral decisions, and extensions, modifications and renewals thereof; as determined in good faith by the Board of Directors or an executive officer of the Issuer.

For purposes of this definition, any series of related transactions that, if effected as a single ‎transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last ‎such transaction which is a part thereof is effected‎.

“Asset Sale Offer” has the meaning given to that term in Section 6.16.

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value of the ‎total obligations of the lessee for rental payments during the remaining term of the lease included in such ‎Sale/Leaseback Transaction (including during any period for which such lease has been extended), calculated ‎using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with ‎IFRS; provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the ‎amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital ‎Lease Obligation”‎.

“Authentication Order” has the meaning given to that term in Section 2.4(c).

“Bankruptcy Law” means the BIA, the CCAA ‎and the Winding Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to ‎such statutes, any other applicable insolvency, winding-up, dissolution, restructuring, reorganization, ‎liquidation, or other similar law of any jurisdiction, and any law of any jurisdiction (including any corporate ‎law relating to arrangements, reorganizations, or restructurings) permitting a debtor to obtain a stay or a ‎compromise of the claims of its creditors against it‎.

“Beneficial Holder” means any Person who holds a beneficial interest in a Global Note as shown on the books of the Depository or ‎a Participant‎.

‎“BIA” means the Bankruptcy and Insolvency Act (Canada) as now and hereinafter in effect, or any ‎successor statute. ‎

“Board of Directors” means:

	(a)	with respect to a corporation, the board of directors of the corporation or a duly authorized committee thereof;

	(b)	with respect to a partnership, the board of directors of the general partner of the partnership;

	(c)	with respect to any other Person, the board, committee or governing body of such Person serving a similar function.

“Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted ‎by the Board of Directors of the Issuer and to be in full force and effect on the date of such certification.

“Book Entry Only Notes” means Notes of a series which, in accordance with the terms applicable to such series, are to be held only by ‎or on behalf of the Depository‎.

“Bridging” means Bridging Finance Inc.

“Bridging Put Agreement” means the put option agreement dated December 20, 2019 among Bridging, the Issuer, Harvest DCP and Harvest Enterprises, as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time in accordance with its terms.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of ‎Vancouver, British Columbia or Tempe, Arizona are authorized or required by law, regulation or executive order to remain ‎closed‎.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital ‎lease that would at that time be required to be capitalized on a statement of financial position in accordance ‎with IFRS as in effect on the Issue Date, and the Stated Maturity thereof shall be the date of the last payment ‎of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid ‎by the lessee without payment of a penalty‎. For the avoidance of doubt, any lease that would have been characterized as an operating lease under IFRS (or U.S. GAAP, as applicable) in effect immediately prior to January 1, 2019 (whether such lease is entered into before or after the Issue Date) shall not constitute a Capital Lease Obligation under the Indenture or any other related transaction documents as a result of such changes in IFRS (or U.S. GAAP, as applicable) unless otherwise agreed to in writing by the Issuer and the Trustee.

“Capital Stock” means:

	(a)	in the case of a corporation, corporate stock or shares;‎

	(b)	in the case of an association or business entity, any and all shares, interests, participations, rights or ‎other equivalents (however designated) of corporate stock;‎

	(c)	in the case of a partnership or limited liability company, partnership or membership interests ‎‎(whether general or limited); and‎

	(d)	any other interest or participation that confers on a Person the right to receive a share of the profits and losses ‎of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of ‎whether such debt securities include any right of participation with Capital Stock‎.

“Cash Equivalents” means:

	(a)	United States or Canadian dollars or, in an amount up to the amount necessary or appropriate to fund ‎local operating expenses, other currencies;‎

	(b)	securities issued or directly and fully guaranteed or insured by the government of the United States or ‎Canada or any agency or instrumentality thereof (provided that the full faith and credit of ‎the United States or Canada, as the case may be, is pledged in support of such securities), ‎maturing, unless such securities are deposited to defease any Indebtedness, not more than one ‎year from the date of acquisition;‎

	(c)	certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less ‎from the date of acquisition, bankers’ acceptances with maturities not exceeding one year ‎and overnight bank deposits, in each case, with any commercial bank organized under the ‎laws of the United States, Canada or any other country that is a member of the Organization ‎for Economic Cooperation and Development, in each case, having capital and surplus in ‎excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from ‎Moody’s or A-1 or better from Standard & Poor’s, or, with respect to a commercial bank ‎organized under the laws of Canada, the equivalent thereof by DBRS;‎

	(d)	repurchase obligations with a term of not more than seven days for underlying securities of the types ‎described in clauses (b) and (c) above entered into with any financial institution meeting the ‎qualifications specified in clause (c) above;‎

	(e)	commercial paper having one of the two highest ratings obtainable from any of (i) Moody’s, (ii) ‎Standard & Poor’s or (iii) DBRS, and in each case maturing within one year after the date of ‎acquisition;‎

	(f)	securities issued and fully guaranteed by any state, commonwealth or territory of the United States of ‎America, any province or territory of Canada, or by any political subdivision or Taxing ‎Authority thereof, rated at least “A” by Moody’s or Standard & Poor’s or, with respect to ‎any province or territory of Canada, the equivalent thereof by DBRS, and in each case ‎having maturities of not more than one year from the date of acquisition; and

	(g)	money market funds, of which at least a majority of the assets constitute Cash Equivalents of the kinds ‎described in clauses (1) through (6) of this definition.

‎“CCAA” means the Companies Creditors Arrangement Act (Canada) as now and hereinafter in ‎effect, or any successor statute‎.

“CDS” means CDS Clearing and Depository Services Inc. and its successors.

“Change of Control” means the occurrence of any one or more of the following events‎:

	(a)	the sale, lease, exchange or other transfer of all or substantially all of the assets of the Issuer and its ‎Restricted Subsidiaries, taken as a whole which is not permitted by Section 10.1; ‎

	(b)	any Person or group of Persons (other than a transfer of super voting shares permitted pursuant to Part 28(g)(ii) of the articles of incorporation for the Issuer), acting jointly or in concert, is or becomes the beneficial owner, directly or indirectly, of more than 51% of the Voting Stock of the Issuer which is not permitted by Section 10.1;

	(c)	the adoption of a plan relating to the liquidation or dissolution of the Issuer which is not permitted by Section 10.1; or

	(d)	the first day on which a majority of the members of the Board of Directors of the Issuer are not continuing Directors.

For purposes of this definition, (i) a beneficial owner of a security includes any Person or group of persons ‎who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has ‎or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security; ‎and/or (B) investment power, which includes the power to dispose of, or to direct the disposition of, such ‎security; (ii) a Person or group of Persons shall not be deemed to have beneficial ownership of securities ‎subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the ‎transactions contemplated by such agreement; and (iii) to the extent that one or more regulatory approvals are ‎required for any of the transactions or circumstances described in clauses (a), (b) or (c) above to become ‎effective under applicable law and such approvals have not been received before such transactions or ‎circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time ‎such approvals have been obtained and become effective under applicable law‎. For greater certainty the Verano Transaction shall not constitute a “Change of Control” for purposes of the Indenture.

“Change of Control Offer” has the meaning given to that term in Section 6.15(a).

“Change of Control Payment” has the meaning given to that term in Section 6.15(a).

“Change of Control Payment Date” has the meaning given to that term in Section 6.15(a).

‎‎“Collateral” means all of the Property of the Issuer and the Guarantors, whether now owned or hereafter Acquired, in which Liens are, from time to time, granted to the Collateral Trustee to secure the obligations of the Issuer and the Guarantors pursuant to the Notes and the Security Documents and excluding the Excluded Collateral.‎

“Collateral Trustee” means Odyssey Trust Company as “Trustee” under the Security Documents and any ‎successor trustee or agent appointed thereunder.‎

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for ‎such period plus‎:

	(a)	an amount equal to any net loss realized by such Person or any of its Restricted Subsidiaries in ‎connection with an Asset Sale, to the extent such losses were deducted in computing such ‎Consolidated Net Income; plus

	(b)	all extraordinary, unusual or non-recurring items of loss or expense to the extent deducted in ‎computing such Consolidated Net Income; plus

	(c)	provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such ‎period, to the extent that such provision for taxes was deducted in computing such ‎Consolidated Net Income; plus

	(d)	Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the ‎extent that any such Consolidated Fixed Charges were deducted in computing such ‎Consolidated Net Income; plus

	(e)	depreciation, depletion, amortization (including amortization of intangibles and deferred financing ‎costs but excluding amortization of prepaid cash expenses that were paid in a prior period) ‎and other non-cash expenses (excluding any such non-cash expense to the extent that it ‎represents an accrual of or reserve for cash expenses in any future period or amortization of ‎a prepaid cash expense that was paid in a prior period) of such Person and its Restricted ‎Subsidiaries for such period to the extent that such depreciation, depletion, amortization and ‎other non-cash expenses were deducted in computing such Consolidated Net Income; plus

	(f)	severance costs, restructuring costs, asset impairment charges and Acquisition transition services costs, ‎provided that in each case such costs or charges were deducted in calculating Consolidated ‎Net Income for such period; plus

	(g)	all expenses related to restricted stock and redeemable stock interests granted to officers, directors and employees, to the extent such expenses were deducted in computing such Consolidated Net Income; plus

	(h)	all expenses for transaction costs relating to: (i) the issuance of the Notes; (ii) Acquisitions; and (iii) pre-opening costs and expansion of the Permitted Business; minus

	(i)	non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in ‎the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with IFRS‎.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, the ‎Consolidated Fixed Charges of and the depreciation, depletion and amortization and other non-cash expenses ‎of, a Restricted Subsidiary of the Issuer will be added to Consolidated Net Income to compute Consolidated ‎EBITDA of the Issuer (A) in the same proportion that the Net Income of such Restricted Subsidiary was ‎added to compute such Consolidated Net Income of the Issuer and (B) only to the extent that a corresponding ‎amount would be permitted at the date of determination to be dividended or distributed, directly or indirectly, ‎to the Issuer by such Restricted Subsidiary without prior governmental approval (that has not been obtained), ‎and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, ‎judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its ‎stockholders.‎

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person ‎for such period to the Consolidated Fixed Charges of such Person for such period. In the event that the specified ‎Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than the ‎Incurrence or repayment of revolving credit borrowings, except to the extent that a repayment is accompanied by a ‎permanent reduction in revolving credit commitments) or issues, repurchases or redeems Disqualified Stock ‎subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being ‎calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed ‎Charge Coverage Ratio is made (the “Calculation Date”), then the Consolidated Fixed Charge Coverage Ratio will ‎be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or ‎such issuance, repurchase or redemption of Disqualified Stock, and the use of the proceeds therefrom as if the same ‎had occurred at the beginning of such period; provided that, in the event that the Issuer shall classify Indebtedness ‎Incurred on the date of determination as Incurred in part pursuant to Section 6.9(a) and in part pursuant to one or more clauses of the definition of ‎‎“Permitted Debt” (other than in respect of 6.9(b)(xv) of such definition), any calculation of Consolidated Fixed ‎Charges pursuant to this definition on such date (but not in respect of any future calculation following such date) ‎shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, ‎defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent ‎Incurred pursuant to any such other clause of the definition of “Permitted Debt” on such date. In addition, for ‎purposes of calculating the Consolidated Fixed Charge Coverage Ratio:‎

(a)

Acquisitions and dispositions of business entities or property and assets constituting a division or line ‎of business of any Person that have been made by the specified Person or any of its ‎Restricted Subsidiaries, including through mergers or consolidations, during the four-quarter ‎reference period or subsequent to such reference period and on or prior to the Calculation ‎Date will be given pro forma effect as if they had occurred on the first day of the four-‎quarter reference period, and Consolidated EBITDA for such reference period will be ‎calculated on a pro forma basis in good faith on a reasonable basis by a responsible financial ‎or accounting Officer of the Issuer; provided, that such Officer may in his discretion include ‎any pro forma changes to Consolidated EBITDA, including any pro forma reductions of ‎expenses and costs, that have occurred or are reasonably expected by such Officer to occur;‎

	(b)	the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with ‎IFRS, will be excluded;‎

	(c)	the Consolidated Fixed Charges attributable to discontinued operations, as determined in accordance ‎with IFRS, will be excluded, but only to the extent that the obligations giving rise to such ‎Consolidated Fixed Charges will not be obligations of the specified Person or any of its ‎Restricted Subsidiaries following the Calculation Date;‎

	(d)	Consolidated Fixed Charges attributable to non-recurring charges associated with any premium or ‎penalty paid, write-offs of deferred financing costs (including unamortized original issue ‎discount) or other financial recapitalization changes in connection with redeeming or retiring ‎any Indebtedness prior to its maturity, will be excluded; and

	(e)	Consolidated Fixed Charges attributable to interest on any Indebtedness (whether existing or being Incurred) ‎computed on a pro forma basis and bearing a floating interest rate will be computed as if the rate in effect on ‎the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable ‎to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least ‎equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.‎

“Consolidated Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of‎:

(a)

the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, ‎whether paid or accrued, including amortization of debt issuance costs and original issue ‎discounts (provided, however, that any amortization of bond premium will be credited to ‎reduce Consolidated Fixed Charges unless pursuant to IFRS, such amortization of bond ‎premium has otherwise reduced Consolidated Fixed Charges), non-cash interest payments, ‎the interest component of any deferred payment obligations, the interest component of all ‎payments associated with Capital Lease Obligations, commissions, discounts and other fees ‎and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net ‎of the effect of all payments made or received pursuant to Hedging Obligations; plus

	(b)	the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during ‎such period; plus

	(c)	any interest expense actually paid on Indebtedness of another Person that is guaranteed by such Person or one ‎of its Restricted Subsidiaries,

in each case, on a consolidated basis and in accordance with IFRS‎.

‎“Consolidated Indebtedness” means at any time the aggregate stated balance sheet amount of ‎all ‎Indebtedness of the Issuer and the ‎Restricted Subsidiaries determined on a consolidated basis ‎plus, to the ‎extent not included in Indebtedness, any ‎Indebtedness of the Issuer and the ‎Restricted Subsidiaries in respect ‎of receivables sold or discounted (other ‎than to the extent they ‎are sold on a non-recourse basis).‎

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person ‎and its Subsidiaries for such period, on a consolidated basis, determined in accordance with IFRS; provided ‎that:‎

	(a)	the Net Income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by ‎the equity method of accounting will be included only to the extent of the amount of ‎dividends or similar distributions paid in cash to the specified Person or a Restricted ‎Subsidiary thereof;‎

	(b)	the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or ‎payment of dividends or similar distributions by that Restricted Subsidiary of that Net ‎Income is not at the date of determination permitted without any prior governmental ‎approval (that has not been obtained) or, directly or indirectly, by operation of the terms of ‎its charter or any judgment, decree, order, statute, rule or governmental regulation applicable ‎to that Restricted Subsidiary or its equityholders;‎

	(c)	the cumulative effect of a change in accounting principles will be excluded;‎

	(d)	solely for purpose of determining the amount available for Restricted Payments under Section 6.8(a)(iii), the Net Income of any ‎Person Acquired during the specified period for any period prior to the date of such ‎Acquisition will be excluded;‎

	(e)	to the extent deducted in the calculation of Net Income, any non-recurring charges associated with ‎any premium or penalty paid, write-offs of deferred financing costs (including unamortized ‎original issue discount) or other financial recapitalization changes in connection with ‎redeeming or retiring any Indebtedness prior to its maturity will be added back to the ‎calculation of Consolidated Net Income;‎

	(f)	any asset impairment write downs under IFRS will be excluded;‎

	(g)	unrealized gains and losses due solely to fluctuations in currency values and the related tax effects ‎according to IFRS will be excluded; and

	(h)	unrealized losses and gains under Hedging Obligations included in the determination of Consolidated Net ‎Income, will be excluded.

“Consolidated Net Tangible Assets” means, with respect to any Person as of any date of determination, the amount which, in accordance with ‎IFRS, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated statement of ‎financial position of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, ‎trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts ‎classified as intangible assets in accordance with IFRS‎.

“Counsel” means a barrister or solicitor or firm of barristers or solicitors retained or employed by the Trustee or retained or employed by the Issuer and reasonably acceptable to the Trustee.

“Coupon Notes” the 15% Senior Secured Notes due December 19, 2022 created and designated pursuant to Section 3.2.

“DBRS” means, collectively, DBRS Limited, DBRS, Inc. and DBRS Ratings Limited or any successor ratings agency thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Sections 4.2(b) and 4.6 hereof, substantially in the form set out in the Supplemental Indenture providing for the relevant series of Notes (or in the case of Coupon Notes or Unit Note, Appendix A hereto), except that such Note will not bear the Global Note Legend.

“Depository” means CDS and such other Person as is designated in writing by the Issuer and acceptable to the Trustee to act as depository in respect of any series of Book Entry Only Notes.

“Description of Notes” means the Section of the Offering Memorandum titled “Description of the Notes”.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash and non-Cash Equivalents consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-cash Consideration” pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repayment of, or with respect to, such Designated Non-cash Consideration.

“Designated Rating Organization” means each of Standard & Poor’s, Xxxxx’x and DBRS‎.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for ‎which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any ‎event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or ‎redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year ‎after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that ‎would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to ‎repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute ‎Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem ‎any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.8. The term “Disqualified ‎Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or ‎that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year ‎after the date on which the Notes mature. The amount of Disqualified Stock deemed to be outstanding at any ‎time for purposes of this Indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries ‎may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, ‎such Disqualified Stock, exclusive of accrued dividends‎.

“Enterprise Value” means the aggregate of: (1) equity market capitalization of the Issuer and (2) all indebtedness of the Issuer.

“Equity Interests” means Capital Stock and all warrants, options or other rights to Acquire Capital Stock (but excluding any debt ‎security that is convertible into, or exchangeable for, Capital Stock).‎

“Equity Offering” means (i) a public or private offer and sale of Capital Stock (other than (a) Capital Stock made to any ‎Subsidiary, (b) Disqualified Stock or (c) equity securities issuable under any employee benefit plan of the ‎Issuer) of the Issuer to any Person (other than a Subsidiary of the Issuer) or (ii) a contribution to the equity ‎capital of the Issuer by any Person (other than a Subsidiary of the Issuer).‎

“Event of Default” has the meaning given to that term in Section 7.1 and any other event defined as an “Event of Default” in this Indenture.

“Excess Proceeds” has the meaning given to that term in Section 6.16(d).

“Excluded Collateral” means (i) any Equity Interests issued by Unrestricted Subsidiaries; (ii) Equity Interests in holders of Material Permits that are organized pursuant to the laws of the State of Arizona; (iii) any rights, title or interest in Property not constituting Personal Property; (iv) any deposit accounts of a Person that are (a) exclusively used for payroll and (b) de minimis; (v) any right or interest in any lease, license (including any Material Permit) or contract if under the terms of such lease, license or contract, or applicable Laws with respect thereto, the grant of a security interest or Lien therein is prohibited as a matter of law or under the terms of such lease, license or contract and such prohibition or restriction has not been waived or the requisite consent in respect of such lease, license or contract has not been obtained or the grant of a security interest or Lien therein would, under the terms of such lease, license or contract, result in the termination of or give rise to a right of termination (provided, that, (a) the foregoing exclusions of this clause (v) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the UCC or the PPSA or other applicable Laws or principles of equity, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or Lien notwithstanding the prohibition or restriction on the pledge of such lease, license or contract; and (vi) other Property that is customarily excluded, including any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of (or result in the abandonment of) such intent-to-use trademark applications under applicable federal law; provided, that, upon submission to, and acceptance by, the US Patents & Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, provided that, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

“Existing Indebtedness” means the aggregate amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than the Notes ‎issued hereby and the related Guarantees) in existence on the Issue Date or arising pursuant to the MMCAP Documents, after giving effect to the application ‎of the proceeds of (1) the Notes issued hereby and (2) any borrowings as of the Issue Date, until such ‎amounts are repaid‎.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller ‎under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in ‎good faith by the Board of Directors or an executive officer of the Issuer, as the case may be pursuant to the ‎applicable provisions of this Indenture, whose determination will be conclusive if evidenced by a Board ‎Resolution or an Officers’ Certificate, as applicable‎.

“First-Lien Indebtedness” means:

(1)	Indebtedness under the Notes (including any Additional Notes);

(2)	Indebtedness under Guarantees (including Subsidiary Guarantees); and

(3)	Permitted Debt under paragraph (3) of the definition of “Permitted Debt”.

“First-Priority Lien” means a first-priority Lien granted upon any Property of the Issuer or any Guarantor to secure First-Lien Indebtedness.

“Global Note Legend” means the legend set forth in Section 2.13(a), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means certificates representing the aggregate principal amount of Notes issued and outstanding and held by, ‎or on behalf of, a Depository‎.

“Government Securities” means direct obligations of, or obligations guaranteed by, the federal government of Canada for the timely ‎payment of which guarantee or obligations the full faith and credit of the federal government of Canada is ‎pledged‎.

“Guarantee” means, as to any Guarantor, a guarantee of the Indebtedness under this Indenture and the Notes.

“Guarantor” means each Restricted Subsidiary that has delivered a Guarantee on the Issue Date, and any other Person that becomes a Guarantor that executes and delivers a Guarantee to the Collateral Trustee.

“Harvest DCP” means Harvest Dispensaries, Cultivations & Production Facilities LLC.

“Harvest Enterprises” means Harvest Enterprises, Inc.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under‎:

	(a)	interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other ‎agreements or arrangements with respect to interest rates;‎

	(b)	commodity swap agreements, commodity option agreements, forward contracts and other agreements ‎or arrangements with respect to commodity prices;‎

	(c)	foreign exchange contracts, currency swap agreements and other agreements or arrangements with ‎respect to foreign currency exchange rates; and

	(d)	other agreements or arrangements designed to protect such Person or any Restricted Subsidiaries against ‎fluctuations in interest rates, commodity prices or currency exchange rates.

“Holder” means a Person in whose name a Note is registered‎.

“Holders’ Request” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 51% in aggregate principal amount of the outstanding Notes requesting the Trustee to take an action or proceeding permitted by this Indenture; provided that in the case of any action or proceeding permitted by this Indenture in respect of any particular series of outstanding Notes, “Holders’ Request” means an instrument signed in one or more counterparts by the Holder or Holders of not less than 51% in aggregate principal amount of the outstanding Notes of such series requesting the Trustee to take such action or proceeding.

“IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as in effect in Canada from time to time.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become ‎directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or ‎otherwise, such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the ‎foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a ‎Restricted Subsidiary of the Issuer will be deemed to be Incurred by such Restricted Subsidiary at the time it ‎becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest or dividends nor the ‎accretion of original issue discounts nor the payment of interest in the form of additional Indebtedness with the ‎same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same ‎class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which ‎such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; ‎provided that in each case the amount thereof is for all other purposes included in the Consolidated Fixed ‎Charges and Indebtedness of the Issuer or its Restricted Subsidiary as accrued‎.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent‎:

(a)

in respect of borrowed money;‎

	(b)	evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement ‎agreements in respect thereof);‎

	(c)	in respect of banker’s acceptances;‎

	(d)	in respect of Capital Lease Obligations and Purchase Money Obligations of such Person and all ‎Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;‎

	(e)	in respect of the balance deferred and unpaid of the purchase price of any property or services due ‎more than six months after such property is Acquired or such services are completed, except ‎any such balance that constitutes an accrued expense or a trade payable;‎

	(f)	representing Hedging Obligations;

	(g)	representing Disqualified Stock valued as provided in the definition of the term “Disqualified Stock;”

	(h)	all preferred stock issued by such Person, if such Person is a Restricted Subsidiary or the Issuer and is not a ‎Guarantor; or

	(i)	that would then be classified as liabilities on that Person’s consolidated balance sheet or in the notes to the balance sheet.

Notwithstanding the foregoing, the following shall not constitute Indebtedness:‎

	(a)	any obligation arising from the honoring by a bank or other financial institution of a check, draft or ‎similar instrument drawn against insufficient funds in the ordinary course of business; ‎provided, however, that such obligation is extinguished within five Business Days of its ‎Incurrence;‎

	(b)	any obligation arising from any agreement providing for indemnities, Guarantees, purchase price ‎adjustments, holdbacks, contingency payment or earnout obligations based on the ‎performance of the Acquired or disposed assets, subordinated vendor takeback loan or similar ‎obligations (other than Guarantees of Indebtedness) customarily Incurred by any Person in ‎connection with the Acquisition or disposition of any assets, including Capital Stock, in an ‎aggregate amount not to exceed $75 million at any one time outstanding; ‎

	(c)	any indebtedness that has been defeased in accordance with IFRS or defeased pursuant to the irrevocable ‎deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at ‎maturity or redemption, as applicable, including all payments of interest and premium, if any) in a trust or ‎account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other ‎Liens, and in accordance with the other applicable terms of the instrument governing such indebtedness; ‎provided, however, if any such defeasance shall be terminated prior to the full discharge of the Indebtedness ‎for which it was Incurred, then such Indebtedness shall constitute Indebtedness for all relevant purposes of this ‎Indenture; and

(d)

any instrument, trade accounts payable, and accrued liabilities (including deferred revenues and income taxes payable) Incurred in the ordinary course of business, unless any of the trade accounts payable or accrued liabilities under this paragraph remain unpaid more than 120 days after the date on which they were Incurred.

The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such ‎date of all unconditional obligations as described above and, with respect to contingent obligations described ‎above, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will ‎be:‎

	(a)	the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

	(b)	the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case ‎of any other Indebtedness.

“Indenture” means this indenture (including, for the avoidance of any doubt, the preamble and recitals hereto), as originally executed or as it may from time to time be supplemented, amended, restated, or otherwise modified in accordance with the terms hereof.

“Indenture Obligations” means all Obligations of the Issuer and the Guarantors due or to become due under or in connection with this Indenture and the relevant series of Notes, including under the Guarantees, owed to the Trustee and/or the Holders according to the terms hereof and thereof.

“Initial Issue Date” means the date on which the Unit Notes and Coupon Notes are originally issued under this Indenture, being December 20, 2019.

“Initial Notes” means the up to US$100,000,000 aggregate principal amount of Unit Notes and Coupon Notes issued by the Issuer on the Initial Issue Date.

“Interest Payment Date” means, for each series of Notes, a date specified in such series of Notes or the Supplemental Indenture providing for such series of Notes (or, in the case of the Unit Notes or Coupon Notes, as specified in Article 3) as the date on which an instalment of interest on such Notes shall become due and payable.

“Investment Grade Rating” means a rating equal to or higher than‎:

	(a)	‎“BBB-” (or the equivalent) from Standard & Poor’s;‎

	(b)	‎“Baa3” (or the equivalent) from Xxxxx’x; or‎

	(c)	‎“BBB(Low)” (or the equivalent) from DBRS‎.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons ‎‎(including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, ‎capital contributions (by means of any transfer of cash or other property to others or any payment for ‎property or services for the account or use of others, excluding commission, travel and similar advances to ‎officers and employees made in the ordinary course of business and excluding accounts receivables created or ‎Acquired in the ordinary course of business), purchases or other Acquisitions for consideration of Indebtedness, ‎Equity Interests or other securities, together with all items that are or would be classified as investments on a ‎statement of financial position prepared in accordance with IFRS.‎

If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity ‎Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such ‎sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer will be deemed to ‎have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the ‎Investment in such Subsidiary not sold or disposed of. The Acquisition by the Issuer or any Restricted ‎Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an ‎Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair ‎Market Value of the Investment held by the Acquired Person in such third Person‎.

“Issue Date” means the date the Notes are originally issued pursuant to this Indenture‎.

“Issuer” means Harvest Health & Recreation Inc. and includes any successor to or of the Issuer, as permitted by the terms hereof.

“Issuer Order” means an order or direction in writing signed by the President, Chief Executive Officer or Chief Financial Officer of the Issuer or any director of the Issuer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any ‎kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, ‎including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or ‎other agreement to sell or give a security interest in and any filing of or agreement to give any financing ‎statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction‎.

“LVTS” means the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto.

“Material Adverse Effect” means any event or change that, individually or in the aggregate with other events or changes, is or would reasonably be expected to be, materially adverse to the business, operations, assets or financial condition of the Issuer or a Restricted Subsidiary, taken as a whole; provided that a Material Adverse Effect shall not include an adverse effect resulting from a change: (i) that arises out of a matter that has been publicly disclosed by the Issuer or otherwise disclosed in writing by the Issuer to the Trustee prior to the date of the Indenture; (ii) that results from general economic, financial, currency exchange, interest rate or securities market conditions in Canada or the United States; or (iii) that is a result of any matter permitted by this Indenture or consented to in writing by the Trustee.

“Material Assets” means any assets that are necessary in order to conduct the Permitted Business in accordance with applicable laws, including Material Permits.

“Material Permits” means the list of licenses, authorizations and permits, to be included as a Appendix D to the Indenture.

“MMCAP Documents” means, together, (1) the investment agreement dated May 10, 2019 and made between the Issuer and 1235 Fund LP and (2) the agency agreement between the Issuer and Eight Capital dated May 10, 2019, in either case, as amended, amended and restated, restated, replaced, or otherwise modified from time to time

“Maturity” means, when used with respect to a Note of any series, the date on which the principal of such Note or an instalment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, Redemption Notice, notice of option to elect repayment or otherwise.

“Maturity Account” means an account or accounts required to be established by the Issuer (and which shall be maintained by and subject to the control of the Paying Agent) for each series of Notes issued pursuant to and in accordance with this Indenture.

“Moody’s” means Xxxxx’x Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance ‎with IFRS and before any reduction in respect of preferred stock dividends, excluding, however:‎

	(a)	any gain or loss, together with any related provision for taxes on such gain or loss, realized in ‎connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or ‎any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person ‎or any of its Restricted Subsidiaries; and

	(b)	any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the ‎extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of ‎its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon ‎the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct ‎costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and ‎brokerage fees, and sales commissions, and any relocation expenses Incurred as a result thereof, (b) taxes paid ‎or payable as a result thereof, in each case, after taking into account any available tax credits or deductions ‎and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness or ‎other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to ‎be paid as a result of such sale, (d) in the case of any Asset Sale by a Restricted Subsidiary of the Issuer, ‎payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity ‎Interests held by the Issuer or any Restricted Subsidiary thereof) to the extent that such payment is required to ‎permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held ‎by the Issuer or any Restricted Subsidiary thereof, and (e) appropriate amounts to be provided by the Issuer ‎or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without ‎limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters ‎and liabilities under any adjustment or indemnification obligations associated with such Asset Sale, all as ‎determined in accordance with IFRS; provided that (i) excess amounts set aside for payment of taxes pursuant ‎to clause (b) above remaining after such taxes have been paid in full or the statute of limitations therefor has ‎expired and (ii) amounts initially held in reserve pursuant to clause (e) no longer so held, will, in the case of ‎each of subclause (i) and (ii), at that time become Net Proceeds.‎

“Non-Recourse Debt” means Indebtedness Incurred or assumed by the Issuer or any of its Restricted Subsidiaries in respect of which ‎a Lien is granted or intended to be granted by the Issuer or such Restricted Subsidiary, as the case may be, ‎and which Indebtedness is Incurred or assumed solely to finance the construction, development or Acquisition ‎of an asset or property (the “Non-Recourse Asset”) from a Person at arm’s length to the Issuer and its ‎Restricted Subsidiaries; provided that‎:

	(a)	such Indebtedness is Incurred at the time of construction, development or Acquisition of the Non-‎Recourse Asset (or within 120 days thereafter); and

	(b)	the grantees of the Liens have no recourse whatsoever (other than recourse on an unsecured basis in ‎respect of false or misleading representations or warranties and customary indemnities ‎provided with respect to such financings or equity interests in Unrestricted Subsidiaries ‎holding such Non-Recourse Assets) against any assets, properties or undertaking of the Issuer ‎and its Restricted Subsidiaries; and ‎

	(c)	no Guarantee of such Indebtedness is provided by the Issuer or any of its Restricted Subsidiaries.

“Notes” means the notes, debentures or other evidence of indebtedness of the Issuer issued and authenticated hereunder, or deemed to be issued and authenticated hereunder, and includes Global Notes and for greater certainty, the Unit Notes and the Coupon Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities ‎payable under the documentation governing any Indebtedness‎.

“Offering Memorandum” means the amended and restated preliminary offering memorandum of the Issuer dated December 20, 2019.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the ‎Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, ‎the Secretary, any Assistant Secretary or any Senior Vice-President or Vice-President of such Person.‎

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by the principal executive officer or the principal financial officer of the Issuer, ‎delivered to the Trustee that meets the requirements of this Indenture‎.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or ‎an employee of the Issuer) that meets the requirements of this Indenture‎.

“Original U.S. Holder” means any (1)(a) Holder that (i) is a U.S. Person, (ii) is in the United States, (iii) received an offer to acquire Unit Notes or Coupon Notes while in the United States, or (iv) was in the United States at the time such Holder’s buy order was made or such Holder executed or delivered its purchase order for the Unit Notes or Coupon Notes, or (b) person who acquired Unit Notes or Coupon Notes on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, in each case that is either (2)(a) a Qualified Institutional Buyer and the original purchaser of the Unit Notes or Coupon Notes and who delivered a properly executed Qualified Institutional Buyer Certificate attached as Annex 2 to Schedule E of the subscription agreement between each Qualified Institutional Buyer and the Issuer in connection with its purchase of Unit Notes and warrants or Coupon Notes from the Issuer, or (b) a U.S. Accredited Investor and the original purchaser of the Unit Notes or Coupon Notes and who delivered a properly executed U.S. Accredited Investor Certificate attached as Annex 1 to Schedule E of the subscription agreement between each U.S. Accredited Investor and the Issuer in connection with its purchase of Unit Notes and warrants or Coupon Notes from the Issuer.

“Participants” has the meaning given to that term in Section 4.2(d).

“Paying Agent” has the meaning given to that term in Section 2.5.

“Payment Default” has the meaning given to that term in Section 7.1(f)(i).

“Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was either (a) created or Incurred in connection with an Acquisition; and/or (b) of any other Person existing at the time (i) such Person became a Restricted Subsidiary of the Issuer or (ii) such Person was amalgamated, merged or consolidated with or into the Issuer or any of its Restricted Subsidiaries; provided that, in relation to paragraph (b), on the date such Person became a Restricted Subsidiary of the Issuer or the date such Person was amalgamated, merged or consolidated with or into the Issuer or any of its Restricted Subsidiaries, as applicable, either:‎

	(a)	immediately after giving effect to such transaction on a pro forma basis as if the same had occurred ‎at the beginning of the applicable four-quarter period, the Issuer or such Restricted ‎Subsidiary, as applicable, would not be prohibited from Incurring at least $1.00 of additional ‎Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 6.9(a); or‎

	(b)	immediately after giving effect to such transaction on a pro forma basis as if the same had occurred at the ‎beginning of the applicable four-quarter period, the Consolidated Fixed Charge Coverage Ratio of the Issuer ‎would be equal to or greater than the Consolidated Fixed Charge Coverage Ratio of the Issuer immediately ‎prior to such transaction.

‎“Permitted Assets” means any and all properties or assets that are used or useful in a Permitted ‎Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person ‎whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon ‎the Acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other ‎securities). ‎

“Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum relating to the ‎Offering of the Notes issued on the Issue Date) by the Issuer and its Restricted Subsidiaries on the Issue Date ‎and other businesses reasonably related, complimentary or ancillary thereto‎.

“Permitted Debt” has the meaning given to that term in Section 6.9(b).

“Permitted Investments” means:

	(a)	any Investment in the Issuer or in a Subsidiary of the Issuer;‎

	(b)	any Investment in Cash Equivalents;‎

	(c)	any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of ‎such Investment:‎

	(i)	such Person becomes a Restricted Subsidiary of the Issuer; or

	(ii)	such Person is merged, consolidated or amalgamated with or into, or transfers or conveys ‎substantially all of its assets to, or is liquidated into, the Issuer or a Restricted ‎Subsidiary of the Issuer;‎

	(d)	any Investment made as a result of the receipt of cash consideration or non-cash consideration from an Asset Sale that was ‎made pursuant to and in compliance with Section 6.16 or a sale or disposition of assets ‎excluded from the definition of “Asset Sale”;‎

	(e)	Hedging Obligations that are Incurred in the ordinary course of business and not for speculative ‎purposes, and that do not increase the Indebtedness of the obligor outstanding at any time ‎other than as a result of fluctuations in interest rates, commodity prices or foreign currency ‎exchange rates or by reason of fees, indemnities and compensation payable thereunder;‎

	(f)	stock, obligations or securities received as a result of the bankruptcy or reorganization of a Person or ‎taken in settlement or other resolutions of claims or disputes or in satisfaction of judgments, ‎and extensions, modifications and renewals thereof;‎

	(g)	advances to customers or suppliers in the ordinary course of business that are, in conformity with ‎IFRS, recorded as accounts receivable, prepaid expenses or deposits on the statement of ‎financial position of the Issuer or its Restricted Subsidiaries and endorsements for collection ‎or deposit arising in the ordinary course of business;‎

	(h)	any Investment in any Person in exchange for the issuance of Equity Interests (other than ‎Disqualified Stock) of the Issuer; or in relation to Permitted Acquisition Indebtedness;‎

	(i)	loans or advances to officers and employees of the Issuer or any of its Subsidiaries made in the ‎ordinary course of business, which, in the aggregate outstanding amount, do not at any time ‎exceed $3 million; ‎

	(j)	repurchases of, or other Investments in, the Notes;‎

	(k)	advances, deposits and prepayments for purchases of any assets used in a Permitted Business, ‎including any Equity Interests;‎

	(l)	commission, payroll, travel, entertainment and similar advances to officers and employees of the ‎Issuer or any of its Restricted Subsidiaries that are expected at the time of such advance ‎ultimately to be recorded as an expense in conformity with IFRS;‎

	(m)	Guarantees issued in accordance with Section 6.9;‎

	(n)	Investments existing on the Issue Date;‎

	(o)	any Investment (i) existing on the Issue Date, (ii) made pursuant to binding commitments in effect ‎on the date of this Indenture or (iii) that replaces, refinances or refunds any Investment ‎described under either of the immediately preceding clauses (i) or (ii); provided that the new ‎Investment is in an amount that does not exceed the amount replaced, refinanced or ‎refunded, and not materially less favorable to the Issuer or any of its Restricted Subsidiaries ‎than the Investment replaced, refinanced or refunded as determined in good faith by the ‎Issuer;‎

	(p)	Investments the payment for which consists solely of Capital Stock of the Issuer;‎

	(q)	any Investment in any Subsidiary of the Issuer in connection with intercompany cash management ‎arrangements or related activities;‎

	(r)	payroll, travel and similar advances to cover matters that are expected at the time of such advances ‎ultimately to be treated as expenses for accounting purposes and that are made in the ‎ordinary course of business or consistent with past practice;‎

	(s)	performance guarantees made in the ordinary course of business or consistent with past practice;‎

	(t)	Investments in the ordinary course of business or consistent with past practice consisting of the ‎licensing or contribution of intellectual property pursuant to joint marketing or other ‎business arrangements with other Persons;‎

	(u)	any Investments received in compromise or resolution of (a) obligations of trade creditors or ‎customers that were Incurred in the ordinary course of business of the Issuer or any of its ‎Restricted Subsidiaries, including pursuant to any plan of reorganization or similar ‎arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) ‎litigation, arbitration or other disputes;‎

	(v)	any Investment Acquired by the Issuer or any of its Restricted Subsidiaries;‎

	(w)	an Investment in exchange for any other Investment or accounts receivable held by the Issuer or any ‎Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, ‎reorganization or recapitalization of the issuer of such other Investment or accounts ‎receivable;‎

	(x)	an Investment in satisfaction of judgments against other Persons;‎

	(y)	any Investment by the Issuer or its Restricted Subsidiaries in a Permitted Business;‎

	(z)	any Investment in respect of share price guarantees for share consideration given by the Issuer or any ‎of its Restricted Subsidiaries with respect to Acquisitions prior to the Issue Date; ‎

	(aa)	any guarantee, indemnity, reimbursement or similar obligation or liability of the Issuer or any Restricted Subsidiary relating to the contractual or obligations of any Subsidiary that are not prohibited by the Indenture, including, without limitation, under (i) any lease agreement for a Permitted Business or (ii) construction financing and/or tenant improvement allowances for a Permitted Business, in each case in the ordinary and consistent with past practices;

	(bb)	Investments relating to or in connection with Permitted Debt; or arising pursuant to the terms of an Acquisition (including, without limitation, carry back for seller-financed Acquisitions); or any obligation arising from any agreement providing for indemnities, Guarantees, purchase price adjustments, holdbacks, contingency payment or earnout obligations based on the performance of the Acquired or disposed assets, subordinated vendor takeback loan or similar obligations (other than Guarantees of Indebtedness) customarily Incurred by any Person in connection with the Acquisition or disposition of any assets, including Capital Stock, in an aggregate amount not to exceed $75 million at any one time outstanding

	(cc)	other Investments having an aggregate Fair Market Value (measured on the date each such Investment was ‎made and without giving effect to subsequent changes in value), when taken together with all other ‎Investments made pursuant to this clause (cc) since the Issue Date, not to exceed the greater of (a) $30 ‎million and (b) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the ‎most recently completed twelve fiscal months of the Issuer for which the internal financial statements are ‎available immediately preceding the date on which such Restricted Payment is made; ‎

provided, however, that with respect to any Investment, the Issuer may, in its sole discretion, allocate all or ‎any portion of any Investment and later re-allocate all or any portion of any Investment, to one or more of ‎the above clauses (a) through (cc) so that the entire Investment would be a Permitted Investment‎.

“Permitted Liens” means:

(a)

Liens in favor of the Issuer or any Subsidiary;‎

	(b)	Liens on property of a Person (i) existing at the time of Acquisition thereof or (ii) existing at the time ‎such Person is amalgamated or merged with or into or consolidated with the Issuer or any Restricted Subsidiary of the ‎Issuer; provided that such Liens were in existence prior to, and not in contemplation of, such ‎ amalgamation or merger or consolidation and do not extend to any assets other than those of the Person ‎ amalgamated or merged into or consolidated with the Issuer or the Restricted Subsidiary;‎

	(c)	Liens on Property arising pursuant to the terms of an Acquisition (including, without limitation, carry back for seller-financed Acquisitions) or existing at the time of Acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer, provided that such Liens are limited to: (i) the Property so Acquired by the Issuer or the Restricted Subsidiary; and/or (ii) real property of the Issuer, the Guarantors and the Subsidiaries of the Issuer and the Guarantors;

	(d)	Liens secured against the real property of the Issuer or any of the Issuer’s Subsidiaries;

	(e)	Liens securing the Notes and the Guarantees;‎

	(f)	Liens existing on the Issue Date;‎

	(g)	Liens securing Non-Recourse Debt permitted by Section 6.9(b)(iii);‎

	(h)	Liens securing Permitted Refinancing Indebtedness; provided that any such Lien is limited to all or ‎part of the same property or assets that secured (or under the written agreement under which ‎such original Lien arose, could secure) the Indebtedness being refinanced or is in respect of ‎property and assets that are the security for another Permitted Lien hereunder;‎

	(i)	Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (i) ‎the Incurrence of such Indebtedness was not prohibited by this Indenture and (ii) such ‎defeasance or satisfaction and discharge is not prohibited by this Indenture;‎

	(j)	Liens to secure Capital Lease Obligations and Purchase Money Obligations permitted by 6.9(b)(ii); provided that (i) any such Lien covers only the assets Acquired, constructed, refurbished, installed, improved, deployed, refurbished, modified or leased with such Indebtedness, and (ii) the amount of such Indebtedness secured by such Liens is in an aggregate amount not to exceed 6.0% of the Consolidated Net Tangible Assets of the Issuer‎;

	(k)	Liens to secure Indebtedness Incurred for the purpose of financing all or any part of the purchase ‎price or the cost of construction, development, expansion or improvement of the equipment ‎or other property subject to such Liens; provided, however, that (i) the principal amount of ‎any Indebtedness secured by such a Lien does not exceed 100% of such purchase price or ‎cost, (ii) such Lien does not extend to or cover any property other than such item of property ‎or any improvements on such item of property and (iii) the Incurrence of such Indebtedness ‎is otherwise not prohibited by this Indenture;‎

	(l)	Liens securing Hedging Obligations Incurred in the ordinary course of business and not for ‎speculative purposes; ‎

	(m)	Liens Incurred or deposits made in the ordinary course of business in connection with worker’s ‎compensation, unemployment insurance or other social security or similar obligations;‎

	(n)	Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts ‎for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary ‎course of business;‎

	(o)	Liens given to a public utility or any municipality or governmental or other public authority when ‎required by such utility or authority in connection with the ownership of assets, provided ‎that such Liens do not materially interfere with the use of such assets in the operation of the ‎business;‎

	(p)	reservations, limitations, provisos and conditions, if any, expressed in any original grant from the ‎government of Canada of any real property or any interest therein or in any comparable ‎grant in jurisdictions other than Canada, provided they do not materially interfere with the ‎use of such assets;‎

	(q)	survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, ‎zoning or other restrictions as to the use of properties, and defects in title which, in the case ‎of any of the foregoing, were not Incurred or created to secure the payment of Indebtedness, ‎and which in the aggregate do not materially adversely affect the value of such properties or ‎materially impair the use for the purposes of which such properties are held by the Issuer or ‎any of its Restricted Subsidiaries;‎

	(r)	servicing agreements, development agreements, site plan agreements, and other agreements with ‎governmental authorities pertaining to the use or development of assets, provided each is ‎complied with in all material respects and does not materially interfere with the use of such ‎assets in the operation of the business;‎

	(s)	judgment and attachment Liens, individually or in the aggregate, neither arising from judgments or ‎attachments that gave rise to, nor giving rise to, an Event of Default, notices of lis pendens ‎and associated rights related to litigation being contested in good faith by appropriate ‎proceedings and for which adequate reserves have been made;‎

	(t)	Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, ‎performance or other similar bonds or obligations, and Liens, deposits or pledges in lieu of ‎such bonds or obligations, or to secure such bonds or obligations, or to secure letters of ‎credit in lieu of or supporting the payment of such bonds or obligations, in each case which ‎are Incurred in the ordinary course of business;‎

	(u)	bankers’ Liens and Liens in favor of collecting or payor banks having a right of setoff, revocation, ‎refund or chargeback with respect to money or instruments of the Issuer or any Subsidiary ‎thereof on deposit with or in possession of such bank;‎

	(v)	any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or ‎sublicense;‎

	(w)	Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good ‎faith and for which adequate reserves have been established to the extent required by IFRS;‎

	(x)	Liens arising from precautionary financing statements under the Uniform Commercial Code or ‎financing statements under a Personal Property Security Act or similar statutes regarding ‎operating leases, sales of receivables or consignments;‎

	(y)	Liens of franchisors in the ordinary course of business not securing Indebtedness;‎

	(z)	Liens imposed by law, such as carriers’, warehousemen’s, repairmen’s, landlord’s, suppliers’, ‎builders’ and mechanics’ Liens or other similar Liens, in each case, Incurred in the ordinary ‎course of business for sums not yet delinquent by more than 90 days or being contested in ‎good faith, if such reserve or other appropriate provisions, if any, as shall be required by ‎IFRS, shall have been made in respect thereto;‎

	(aa)	Liens contained in purchase and sale agreements to which the Issuer or any of its Restricted ‎Subsidiaries is the selling party thereto which limit the transfer of assets pending the closing ‎of the transactions contemplated thereby;‎

	(bb)	Liens that may be deemed to exist by virtue of contractual provisions that restrict the ability of the ‎Issuer or any of its Subsidiaries from granting or permitting to exist Liens on their respective ‎assets;‎

	(cc)	Liens in favor of the Trustee as provided for in this Indenture on money or property held or collected ‎by the Trustee in its capacity as Trustee;‎

	(dd)	Liens on and pledges of the Equity Interests of any Excluded Collateral; ‎

	(ee)	Liens securing any insurance premium financing under customary terms and conditions, provided that ‎no such Lien may extend to or cover any assets or property other than the insurance being ‎Acquired with such financing, the proceeds thereof and any unearned or refunded insurance ‎premiums related thereto;‎

	(ff)	Liens securing inventories that are purchased on credit terms exceeding 120 days made in the ordinary ‎course of business; ‎

	(gg)	Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the ‎sale of goods entered into in the ordinary course of business;‎

	(hh)	Liens in favour of the Collateral Trustee; and

(ii)

Liens not otherwise permitted by clauses (a) through (ii) of this definition which secure Indebtedness of the ‎Issuer or any of its Restricted Subsidiaries not to exceed 3.0% of the Consolidated Net Tangible Assets of the ‎Issuer at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued (i) in exchange for, or the ‎net proceeds of which are used to extend, refinance, renew, replace, defease or refund for value, in whole or ‎in part, or (ii) constituting an amendment, modification or supplement to or deferral or renewal of ((i) and ‎‎(ii) collectively, a “Refinancing” and “Refinanced” will have the meaning correlative to the foregoing) any other Indebtedness of the Issuer or any of its Restricted Subsidiaries ‎‎(other than intercompany Indebtedness); provided that‎:

	(a)	the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the ‎Indebtedness so refinanced (plus all accrued and unpaid interest thereon and the amount of ‎any premium necessary to accomplish such Refinancing and fees and expenses Incurred in ‎connection therewith);‎

	(b)	such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date ‎of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted ‎Average Life to Maturity of, the Indebtedness being Refinanced;‎

	(c)	if the Indebtedness being Refinanced is subordinated in right of payment to the Notes or the ‎Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to ‎the Notes or the Guarantees, as applicable, on terms at least as favorable, taken as a whole, to ‎the Holders of Notes as those contained in the documentation governing the Indebtedness ‎being Refinanced; and

	(d)	if the Indebtedness being Refinanced is pari passu in right of payment with the Notes or any Guarantee, such ‎Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or ‎such Guarantee, as applicable.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, ‎unincorporated organization, limited liability company, unlimited liability company, or government or other ‎entity‎.

“Personal Property” has the meaning given to the term “personal property” under the PPSA.

“PPSA” means the Personal Property Security Act (British Columbia) and the regulations thereunder ‎and the Securities Transfer Act, 2006 (British Columbia) and the regulations thereunder, in each case as from ‎time to time in effect, provided, however, if validity, attachment, perfection (or opposability), effect of ‎perfection or non-perfection or priority of the Collateral Trustee security interests in any Collateral are ‎governed by the personal property security laws or laws relating to movable property of any other jurisdiction ‎‎(including but not limited to the UCC), the term “PPSA” shall mean such other personal property security ‎laws or laws relating to movable property for the purposes of the provisions hereof relating to such validity, ‎attachment, perfection (or opposability), effect of perfection or non-perfection or priority and for the ‎definitions related to such provisions‎

‎“Property” means, with respect to any Person, any right, title and interest of such Person in any kind of undertaking, property or asset, whether real, personal, or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.

“Public Disclosure Documents” means any information which has been filed on the SEDAR website at xxx.xxxxx.xxx by the Issuer pursuant to Canadian securities laws since November 14, 2018.

“Purchase Money Obligations” means Indebtedness of the Issuer and its Restricted Subsidiaries Incurred for the purposes of financing all or ‎any part of the purchase price, or the cost of installation, construction or improvement, of Permitted Assets‎.

“Qualified Institutional Buyer” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act, that is also a U.S. Accredited Investor;

“Record Date” has the meaning given to such term in Section 2.11(d).

“Redemption Date” has the meaning given to that term in Section 5.4.

“Redemption Notice” has the meaning given to that term in Section 5.4.

“Redemption Price” has the meaning given to that term in Section 5.1.

“Registrar” has the meaning given to that term in Section 2.5.

“Regulation S” means Regulation S under the U.S. Securities Act.

“Replacement Assets” means (i) non-current assets that will be used or useful in a Permitted Business or (ii) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of Acquisition thereof a Restricted Subsidiary.

“Reporting Failure” means the failure of the Issuer to furnish to the Trustee, within the time periods ‎specified in Section 6.5 (after giving effect to any grace period ‎specified under applicable Canadian securities laws), the annual reports, information, documents or other ‎reports which the Issuer may be required to file with the Canadian Securities Administrators or similar ‎governmental authorities, as the case the be, pursuant to such or similar applicable provisions‎.

“Restricted Investment” means an Investment other than a Permitted Investment‎.

“Restricted Payments” has the meaning given to that term in Section 6.8.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary‎.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Issue Date or ‎thereafter Acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary ‎transfers such property to a Person and the Issuer or a Restricted Subsidiary leases it from such Person‎.

‎“Security Documents” means all of the security agreements, pledges, collateral assignments, ‎mortgages, deeds of hypothec, deeds of trust, trust deeds or other instruments from time to time evidencing or ‎creating or purporting to create any security interests in favour of the Collateral Trustee for its benefit and for ‎the benefit of the Trustee and the holders of the Notes, in all or any portion of the Collateral, as amended, ‎modified, restated, supplemented or replaced from time to time‎.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Significant Subsidiary” means any Subsidiary of the Issuer meeting any of the following conditions:

	(1)	the Issuer and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 15% of the total assets of the Issuer and its Subsidiaries consolidated as of the end of the most recently completed fiscal year;

	(2)	the Issuer and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 15% of the total assets of the Issuer and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; and

	(3)	the Issuer and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exclusive of amounts attributable to any non-controlling interest exceeds 15% of such income of the Issuer and its Subsidiaries consolidated for the most recently completed fiscal year

“Standard & Poor’s” means Standard & Poor’s Rating Service, a division of The XxXxxx-Xxxx Companies, Inc., or any successor to the rating agency business thereof.

“Stated Maturity”, means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which ‎such payment of interest or principal was scheduled to be paid in the original documentation governing such ‎Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest ‎or principal prior to the date originally scheduled for the payment thereof‎.

“Subordinated Indebtedness” means Indebtedness of the Issuer or a Guarantor that is contractually subordinated in right of payment, in any ‎respect (by its terms or the terms of any document or instrument relating thereto), to the Notes or the ‎Guarantee of such Guarantor, as applicable‎.

“Subsidiary” means, with respect to any specified Person‎:

(a)

any corporation, association or other business entity of which more than 50% of the total voting ‎power of shares of Capital Stock entitled (without regard to the occurrence of any ‎contingency) to vote in the election of directors, managers or Trustees thereof is at the time ‎owned or controlled, directly or indirectly, by such Person or one or more of the other ‎Subsidiaries of that Person (or a combination thereof); and

(b)

any partnership (i) the sole general partner or the managing general partner of which is such Person or a ‎Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more ‎Subsidiaries of such Person (or any combination thereof).‎

“Supplemental Indenture” means an indenture supplemental to this Indenture which may be executed, acknowledged and delivered for any of the purposes set out in Section 12.5.

“Tax Act” means the Income Tax Act (Canada), and the regulations promulgated thereunder, as amended.

“Tax Distributions” means one or more cash dividends or distributions by a Person to its equity owners to allow such direct or indirect equity owners to meet their Tax obligations on such income in a timely manner in an aggregate amount not to exceed, as of the date of such dividend or distribution, the cumulative aggregate federal, provincial, state, municipal, and local income tax liability, including estimated Tax payment liabilities (or such Person’s agent’s, counsel’s or other representative’s good-faith and reasonable estimate thereof) of the Person’s direct or indirect equity owners for the taxable year (or portion thereof) with respect to which such dividend or distribution is made (calculated at the highest marginal income Tax rates applicable to any such direct or indirect equity owner, it being understood that the same assumed Tax rate will be used for each member, regardless of its actual Tax rate), based upon such owner’s proportionate share of Person’s and its Subsidiaries’ taxable income at such marginal Taxes rates.

“Taxes” means any present or future tax, duty, levy, impost, assessment or other government charge (including ‎penalties, interest and any other liabilities related thereto, and for the avoidance of doubt, including any ‎withholding or deduction for or on account of Tax) imposed or levied by or on behalf of a Taxing Authority‎.

“Taxing Authority” means any government or any political subdivision, province, municipality, state or territory or possession of any government or any authority or agency therein or thereof having power to tax.

“Trustee” means Odyssey Trust Company in its capacity as trustee under this Indenture and its successors and permitted assigns in such capacity.

‎“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, ‎however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or ‎priority of the Agent’s security interest in any item or portion of the Collateral is governed by the ‎Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” ‎shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of ‎the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such ‎provisions.‎

‎“Unit Notes” means the 9.25% Senior Secured Notes due December 19, 2022 created and designated pursuant to Section 3.2.

“United States” means the United States of America, its territories and possessions, any ‎state of the United States and the District of Columbia‎.

“Unrestricted Subsidiary” means: (1) the Subsidiaries listed in Appendix “E” hereto; and (2) any other Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant contained in Section 6.6, and any Subsidiary of ‎such Subsidiary‎.

“U.S. GAAP” means the generally accepted accounting principles in effect in the United States from time to time.

‎“U.S. Accredited Investor” means an “accredited investor” within the meaning of Rule ‎‎501(a) of Regulation D under the U.S. Securities Act.

“U.S. Holder” means any (a) Holder that (i) is in the United States, (ii) received an offer to acquire Unit Notes or Coupon Notes while in the United States, or (iii) was in the United States at the time such Holder’s buy order was made or such Holder executed or delivered its purchase order for the Unit Notes or Coupon Notes, or (b) person who acquired Unit Notes or Coupon Notes on behalf of, or for the account or benefit of, any person in the United States.

“U.S. Legend” has the meaning set forth in Section 2.3(h).

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“U.S.$”, “$” and “US dollars” mean the lawful currency of the United States of America.

“Verano Transaction” means the proposed business combination pursuant to a business combination agreement dated April 22, 2019 among the Issuer, Verano Holdings, LLC, a Delaware limited liability company, 1204599 B.C. Ltd., and 1204899 B.C. Ltd.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the ‎election of the Board of Directors of such Person‎.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:‎

	(a)	the sum of the products obtained by multiplying (a) the amount of each then remaining installment, ‎sinking fund, serial maturity or other required payments of principal, including payment at ‎final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-‎twelfth) that will elapse between such date and the making of such payment; by

	(b)	the then outstanding principal amount of such Indebtedness.

1.2

Meaning of “Outstanding”

Every Note issued, authenticated and delivered in accordance with this Indenture shall be deemed to be outstanding until it is cancelled or redeemed or delivered to the Trustee for cancellation or redemption for monies or a new Note is issued in substitution for it pursuant to Section 2.10 or the payment for redemption thereof shall have been set aside under Section 5.7, provided that:

	(a)	when a new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding;

	(b)	Notes which have been partially redeemed or purchased shall be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount thereof; and

	(c)	for the purposes of any provision of this Indenture entitling Holders of outstanding Notes of any series to vote, sign consents, resolutions, requisitions or other instruments or take any other action under this Indenture, or to constitute a quorum of any meeting of Holders thereof, Notes owned directly or indirectly, legally or equitably, by the Issuer or any of its Subsidiaries shall be disregarded (unless the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding aggregate principal amount of such series of Notes at the time outstanding in which case they shall not be disregarded) except that:

	(i)	for the purpose of determining whether the Trustee shall be protected in relying on any such vote, consent, requisition or other instrument or action, or on the Holders present or represented at any meeting of Holders, only the Notes in respect of which the Trustee has received an Officers’ Certificate confirming that the Issuer and/or one or more of its Subsidiaries are the only Holders shall be so disregarded; and

	(ii)	Notes so owned which have been pledged in good faith other than to the Issuer or any of its Subsidiaries shall not be so disregarded if the pledgee shall establish, to the satisfaction of the Trustee, the pledgee’s right to vote such Notes, sign consents, requisitions or other instruments or take such other actions in his discretion free from the control of the Issuer or any of its Subsidiaries.

1.3

Interpretation

In this Indenture:

	(a)	words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

	(b)	all references to Articles and Appendices refer, unless otherwise specified, to articles of and appendices to this Indenture;

	(c)	all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Indenture;

	(d)	words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and

	(e)	“this Indenture”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Indenture and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include the Guarantees, as applicable, and any and every Supplemental Indenture.

1.4

Headings, Etc.

The division of this Indenture into Articles, Sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.5

Statute Reference

Any reference in this Indenture to a statute is deemed to be a reference to such statute as amended, re-enacted or replaced from time to time.

1.6

Day not a Business Day

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the first Business Day thereafter.

1.7

Applicable Law

This Indenture and the Notes shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts.

1.8

Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of the United States of America unless otherwise expressed.

1.9

Invalidity, Etc.

Each provision in this Indenture or in a Note is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof or thereof.

1.10

Language

Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Indenture and all documents and notices related thereto be drawn up in English.

1.11

Successors and Assigns

All covenants and agreements in this Indenture by the Issuer on its own behalf and on behalf of its Restricted Subsidiaries shall bind their respective successors and assigns, as applicable, whether expressed or not.

1.12

Benefits of Indenture

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their respective successors or assigns hereunder, any Paying Agent, the Holders and the Trustee, any benefit or any legal or equitable right, remedy or claim under this Indenture.

1.13

Accounting Terms; Changes in IFRS

	(a)	Each accounting term used in the Indenture, unless otherwise defined herein, has the meaning ‎assigned to it under IFRS applied consistently throughout the relevant period and relevant prior periods. ‎

	(b)	If there occurs either (i) the adoption by the Issuer of U.S. GAAP; or (ii) a material change in IFRS after the Initial Issue Date, and such change would require disclosure under IFRS in the financial statements of the Issuer and would cause an amount required to be determined for the purposes of any of the financial calculations or financial terms under this Indenture (each a “Financial Term”) to be materially different than the amount that would be determined without giving effect to such change, the Issuer shall notify the Trustee of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the Issuer’s current and immediately prior year’s financial statements in accordance with IFRS and state whether the Issuer desires to revise the method of calculating the applicable Financial Term (including the revision of any of the defined terms used in the determination of such Financial Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Term. The Accounting Change Notice shall be delivered to the Trustee within 60 days of the end of the fiscal quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or in respect of an entire fiscal year, within 120 days of the end of such period. Promptly after receipt from the Issuer of an Accounting Change Notice the Trustee shall deliver to each Holder a copy of such notice.

	(c)	If the Issuer so indicates that it wishes to revise the method of calculating the Financial Term, the Issuer shall in good faith provide to the Trustee the revised method of calculating the Financial Term within 90 days of the Accounting Change Notice and such revised method shall take effect from the date of the Accounting Change Notice. For certainty, if no notice of a desire to revise the method of calculating the Financial Term in respect of an Accounting Change is given by the Issuer within the applicable time period described above, the method of calculating the Financial Term shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Term shall be determined after giving effect to such Accounting Change.

1.14

Interest Act (Canada)

For purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 365 or 366, as applicable. The rates of interest under this Indenture are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Indenture.

Article 2
THE NOTES

2.1

Issue and Designation of Notes; Ranking

The aggregate principal amount of Notes authorized to be issued and authenticated under this Indenture is unlimited, provided, however, that Notes may be issued under this Indenture only on and subject to the conditions and limitations in this Indenture. The Indebtedness evidenced by the Notes will be direct senior secured obligations of the Issuer secured by First-Priority Liens on the Collateral in favour of the Collateral Trustee for the ratable benefit of the Holders, subject to First-Lien Indebtedness and Permitted Liens.

2.2

Issuance in Series

	(a)	Notes may be issued in one or more series from time to time pursuant to this Indenture and Supplemental Indentures delivered in accordance with the terms of this Indenture. The Notes of each series (i) will have such designation, (ii) may be subject to a limitation of the maximum principal amount authorized for issuance, (iii) will be issued in such denominations, (iv) may be purchased and payable as to principal, premium (if any) and interest at such place or places and in such currency or currencies, (v) will bear such date or dates and mature on such date or dates, (vi) will indicate the portion (if less than all of the principal amount) of such Notes to be payable on declaration of acceleration of Maturity, (vii) will bear interest at such rate or rates (which may be fixed or variable) payable on such date or dates, (viii) may contain mandatory or optional redemption or sinking fund provisions, including the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes may be redeemed or purchased at the option of the Issuer or otherwise, (ix) may contain conversion or exchange terms, (x) will indicate the percentage of the principal amount (including any premium) at which Notes may be issued or redeemed, (xi) will set out each office or agency at which the principal of, premium (if any) and interest on the Notes will be payable, and the addresses of each office or agency at which the Notes may be presented for registration of transfer or exchange, (xii) may contain covenants and events of default in addition to or in substitution for the covenants contained herein and the Events of Default, (xiii) may contain additional legends and/or provisions relating to the transfer and exchange of Notes in addition to those provided for herein, and (xiv) may contain such other provisions, not inconsistent with the provisions of this Indenture, as may be set forth in a Board Resolution passed at or before the time of the issue of the Notes of such series and such other provisions (to the extent as the Board of Directors may deem appropriate) as are contained in the Notes of such series. The execution by the Issuer of the Notes of such series and the delivery thereof to the Trustee for authentication will be conclusive evidence of the inclusion of the provisions authorized by this subsection.

	(b)	All Notes of any one series will be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to this Indenture, an Officers’ Certificate or the Supplemental Indenture establishing such series. Not all Notes of any one series need to be issued at the same time, and, unless otherwise provided, Additional Notes or other credit instruments of any series may be issued from time to time, at the option of the Issuer without the consent of any Holder.

	(c)	Before the creation of any series of Notes (other than the Unit Notes or Coupon Notes, which terms are provided for in Article 3), the Issuer will execute and deliver to the Trustee a Supplemental Indenture for the purpose of establishing the terms of such series of Notes and the forms and denominations in which they may be issued, together with a Board Resolution authorizing the issuance of any such Notes. The Trustee will execute and deliver such Supplemental Indentures from time to time pursuant to Section 12.5.

	(d)	Whenever any series of Notes has been authorized, Notes in such series may from time to time be authenticated by the Issuer and delivered to the Trustee and, subject to Section 2.4, will be certified and delivered by the Trustee to or to the order of the Issuer upon receipt by the Trustee of:

	(i)	a Board Resolution authorizing the issuance of a specified principal amount of Notes of such series;

	(ii)	an Officers’ Certificate to the effect that there is no existing Event of Default or event which with the giving of notice or passage of time or both would constitute an Event of Default and the Issuer has complied with all other conditions of this Indenture in connection with the issue of such series;

	(iii)	an Issuer Order for the authentication and delivery of such series of Notes specifying the principal amount of the Notes to be authenticated and delivered; and

	(iv)	an Opinion of Counsel addressed to the Trustee to the effect that all legal requirements imposed by this Indenture, any applicable Supplemental Indenture or by law governing the Notes in connection with the issuance, authentication and delivery of such series of Notes have been complied with subject to the delivery of certain documents or instruments specified in such opinion.

2.3

Form of Notes

	(a)	The Notes of any series and the Trustee’s certificate of authentication shall be substantially in the form set out in the Supplemental Indenture establishing such series (or in the case of the Unit Notes or Coupon Notes, in the form set out in Appendix A hereto), together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, which may include one or more of the legends set forth in Section 2.3(h) or Section 2.13 hereof or in a Supplemental Indenture. Each Note shall be dated the date of its authentication. Unless otherwise set out in the Supplemental Indenture establishing a series of Notes, Notes shall be issued in denominations of $1,000 and integral multiples of $1,000.

	(b)	The terms and provisions contained in the Notes and the Supplemental Indenture establishing each series of Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture and each applicable Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

	(c)	The Notes of any series may be in different denominations and forms and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of such Notes of different denominations or forms and in the provisions for the registration or transfer of such Notes.

	(d)	Subject to Section 2.3(a) and to any limitation as to the maximum principal amount of Notes of any particular series, any Notes may be issued as a part of any series of Notes previously issued, in which case they will bear the same designation and designating letters as those applied to such similar previous issue and will be numbered consecutively upwards in respect of such denominations of Notes in like manner and following the numbers of the Notes of such previous issue.

	(e)	All series of Notes which may at any time be issued under this Indenture and the certificate of the Trustee endorsed on such Notes may be in English or any other language or languages or any combination thereof, and may be in the form or forms provided in any Supplemental Indenture or in such other language or languages and in such form or forms as the Board of Directors determines at the time of first issue of any series of Notes, as approved by the Trustee, the approval of which will be conclusively evidenced by its authentication of such Notes.

	(f)	If any provision of any series of Notes in a language other than English is susceptible of an interpretation different from the equivalent provision of the English language, the interpretation of such provision in the English language will be determinative.

	(g)	Notes may be typed, engraved, printed, lithographed or reproduced in a different form, or partly in one form and partly in another, as the Issuer may determine. The execution of any such Notes by the Issuer and the authentication by the Trustee in accordance with Section 2.4 of any such Notes will be conclusive evidence that such Notes are Notes authorized by this Indenture.

	(h)	Each Note issued to, or for the account for benefit of, a U.S. Holder (other than an Original U.S. Holder that is a Qualified Institutional Buyer), and each Note issued in exchange or substitution therefor, will be evidenced by a Definitive Note that bears the U.S. Legend (as defined below). The Notes have been and will not be registered under the U.S. Securities Act or under the securities laws of any of the states of the United States, and may not be offered, sold or otherwise disposed of by a U.S. Holder unless an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws is available or the Notes are the subject of an effective registration statement under the U.S. Securities Act. Each Definitive Note issued for the benefit or account of a U.S. Holder (other than an Original U.S. Holder that is a Qualified Institutional Buyer), and each Definitive Note issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Issuer may prescribe from time to time (the “U.S. Legend”):

		“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES, FOR THE BENEFIT OF HARVEST HEALTH & RECREATION INC. (THE “ISSUER”), THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if the Notes are being sold outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local securities laws and regulations, and the Corporation is a “foreign private issuer” (as such term is defined in Regulation S) at the time the Notes are originally issued, the U.S. Legend may be removed (or the Notes may be transferred to an unrestricted CUSIP) by the transferor providing a declaration to the Trustee and the Issuer in the form set forth in Appendix C or as the Issuer may prescribe from time to time, or such other evidence which may include an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer; provided further, that, if any such Notes are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or in another transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the U.S. Legend may be removed (or the Notes may be transferred to an unrestricted CUSIP) by delivery to the Trustee and the Issuer of an opinion of counsel, of recognized standing, reasonably satisfactory to the Issuer, to the effect that such U.S. Legend is no longer required under applicable requirements of the U.S. Securities Act and applicable state securities laws.

2.4

Execution, Authentication and Delivery of Notes

	(a)	All Notes shall be signed (either manually or by electronic or facsimile signature) by any two authorized directors or officers of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of this Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of this Indenture.

	(b)	No Notes will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual signature by or on behalf of the Trustee substantially in the form provided for herein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits hereof.

	(c)	Subject to the terms of this Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 2.10. Except as provided in Section 6.9, there is no limit on the amount of Notes that may be issued hereunder.

(d)

The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of this Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under this Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under this Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of this Indenture.

2.5

Registrar and Paying Agent

	(a)	The Issuer shall maintain for each series of Notes an office or agency where such Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where such Notes may be surrendered for payment (“Paying Agent”). The Registrar shall keep a register of such Notes and of their transfer and exchange.

	(b)	The Issuer may appoint one or more co-registrars and one or more additional paying agents for any series of Notes in such other locations as it shall determine. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Registrar or Paying Agent which is not a party to this Indenture. If the Issuer does not exercise its option to appoint or maintain another entity as Registrar or Paying Agent in respect of any series of Notes, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar for any series of Notes. The Issuer initially appoints the Trustee at its corporate office in Vancouver, British Columbia to act as the Registrar, transfer agent, authentication agent and Paying Agent with respect to the Notes.

2.6

Paying Agent to Hold Money in Trust

The Issuer shall require each Paying Agent, other than the Trustee, to agree in writing that the Paying Agent will, and the Trustee when acting as Paying Agent agrees that it will, hold in trust, for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, and interest on the Notes of the relevant series and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and to account for any money disbursed by it. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent; provided that upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for each series of Notes.

2.7

Book Entry Only Notes

	(a)	Subject to Section 2.3(h) and Section 4.2(b) and the provisions of the Notes of any series or any Supplemental Indenture providing for the issuance thereof, Notes shall be issued initially as Book Entry Only Notes represented by one or more Global Notes. Each Global Note authenticated in accordance with this Indenture and any Supplemental Indenture shall be registered in the name of the Depository designated for such Global Note or a nominee thereof and deposited with such Depository or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture and the applicable Supplemental Indenture. Beneficial interests in a Global Note will not be shown on the register or the records maintained by the Depository but will be represented through book entry accounts of Participants on behalf of the Beneficial Holders of such Global Note in accordance with the rules and procedures of the Depository. None of the Issuer or the Trustee shall have any responsibility or liability for any aspects of the records relating to or payments made by any Depository on account of the beneficial interest in any Global Notes or for maintaining, reviewing or supervising any records relating to such beneficial interests therein. Except as otherwise provided in this Indenture or any Supplemental Indenture in respect of a series of Notes, Beneficial Holders of Global Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive Definitive Notes and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Nothing herein or in a Supplemental Indenture shall prevent the Beneficial Holders from voting Global Notes using duly executed voting instruction forms.

	(b)	Every Note authenticated and delivered upon registration or transfer of a Global Note, or in exchange for or in lieu of a Global Note or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depository for such Global Notes or a nominee thereof.

2.8

Global Notes

Notes issued to a Depository in the form of Global Notes shall be subject to the following in addition to the provisions of Section 4.2, unless and until Definitive Notes have been issued to Beneficial Holders pursuant to Section 4.2(b):

	(a)	the Trustee may deal with such Depository as the authorized representative of the Beneficial Holders of such Notes;

	(b)	the rights of the Beneficial Holders of such Notes shall be exercised only through such Depository and the rights of Beneficial Holders shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Holders, and must be exercised through a Participant in accordance with the rules and procedures of the Depository;

	(c)	whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders evidencing a specified percentage of the outstanding Notes of any series, the Depository shall be deemed to be counted in that percentage to the extent that it has received instructions to such effect from Beneficial Holders or Participants;

	(d)	such Depository will make book-entry transfers among the direct Participants of such Depository and will receive and transmit distributions of principal, premium and interest on the Notes to such direct Participants for subsequent payment to the Beneficial Holders thereof;

	(e)	the direct Participants of such Depository shall have no rights under this Indenture or under or with respect to any of the Notes held on their behalf by such Depository, and such Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Notes represented by such Global Notes for all purposes whatsoever;

	(f)	whenever a notice or other communication is required to be provided to Holders in connection with this Indenture or the Notes, the Trustee shall provide all such notices and communications to the Depository for subsequent delivery of such notices and communications to the Beneficial Holders in accordance with Applicable Securities Legislation and the procedures of the Depository;

	(g)	notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Holders thereof. Upon payment over to the Depository, the Trustee, if acting as the Paying Agent, shall have no further liability for the money;

	(h)	Subject to the provisions hereof, at the Company’s option, Notes may, in lieu of being issued in physical form be instead issued and registered in the name of the Depository or its nominee and: (i) the deposit of such Notes may be confirmed electronically by the Trustee to a particular Participant through the Depository; and (ii) shall be identified by a specific CUSIP/ISIN as requested by the Company from the Depository to identify each specific series of Note. If the Company issues Notes in a non-certificated format, Beneficial Holders of such Notes registered and deposited with CDS shall not receive Certificates in definitive form and shall not be considered owners or holders thereof under this Indenture or any Supplemental Indenture. Beneficial interests in Notes registered and deposited with CDS will be represented only through the non-certificated inventory system administered by CDS. Transfers of Notes registered and deposited with CDS between Participants shall occur in accordance with the rules and procedures of CDS.

	(i)	Notwithstanding anything herein to the contrary, none of the Company nor the Trustee nor any agent thereof shall have any responsibility or liability for: (i) the electronic records maintained by the Depository relating to any ownership interests or other interests in the Notes or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Note represented by an electronic position in the non-certificated inventory system administered by the Depository (other than the Depository or its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or (iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

2.9

Interim Notes

Pending the delivery of Definitive Notes of any series to the Trustee, the Issuer may issue and the Trustee authenticate in lieu thereof (but subject to the same provisions, conditions and limitations as set forth in this Indenture) interim printed, mimeographed or typewriter Notes in such forms and in such denominations and signed in such manner as provided herein, entitling the holders thereof to Definitive Notes of such series when the same are ready for delivery; or the Issuer may execute and deliver to the Trustee and the Trustee authenticate a temporary Note for the whole principal amount of Notes of such series then authorized to be issued hereunder and thereupon the Trustee may issue its own interim certificates in such form and in such amounts, not exceeding in the aggregate the principal amount of the temporary Note so delivered to it, as the Issuer and the Trustee may approve entitling the holders thereof to Definitive Notes when the same are ready for delivery; and, when so issued and certified, such interim or temporary Notes or interim certificates shall, for all purposes but without duplication, rank in respect of this Indenture equally with Notes of such series duly issued hereunder and, pending the exchange thereof for Definitive Notes of such series, the holders of the interim or temporary Notes or interim certificates shall be deemed without duplication to be Holders of such series and entitled to the benefit of this Indenture to the same extent and in the same manner as though the said exchange had actually been made. Forthwith after the Issuer shall have delivered the Definitive Notes of such series to the Trustee, the Trustee shall call in for exchange all temporary or interim Notes of such series or certificates that shall have been issued and forthwith after such exchange shall cancel the same. No charge shall be made by the Issuer or the Trustee to the holders of such interim or temporary Notes or interim certificates for the exchange thereof.

2.10

Mutilation, Loss, Theft or Destruction

In case any of the Notes issued hereunder shall become mutilated or be lost, stolen or destroyed, the Issuer, in its discretion, may issue, and thereupon the Trustee shall authenticate and deliver, a new Note upon surrender and cancellation of the mutilated Note, or in the case of a lost, stolen or destroyed Note, in lieu of and in substitution for the same, and the substituted Note shall be in a form approved by the Trustee and shall entitle the Holder thereof to the benefits of this Indenture and shall rank equally in accordance with its terms with all other Notes of such series issued or to be issued hereunder. In case of loss, theft or destruction the applicant for a substituted Note shall furnish to the Issuer and to the Trustee such evidence of the loss, theft or destruction of the Note as shall be satisfactory to them in their discretion and shall also furnish an indemnity and surety bond satisfactory to them in their discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Note.

2.11

Concerning Interest

	(a)	All Notes of each series issued hereunder, whether originally or upon exchange or in substitution for previously issued Notes (including for certainty Notes issued under Sections 2.9 and 2.10), shall bear interest (i) from and including their respective issue date, or (ii) from and including the last Interest Payment Date therefor to which interest shall have been paid or made available for payment on such outstanding Notes, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date therefor.

	(b)	Subject to accrual of any interest on unpaid interest from time to time, interest on a Note of any series will cease to accrue from the Maturity of such Note (including, for certainty, if such Note was called for redemption, the Redemption Date); unless upon due presentation and surrender of such Note for payment on or after the Maturity thereof, such payment is improperly withheld or refused.

	(c)	If the date for payment of any amount of principal, premium or interest in respect of a Note of any series is not a Business Day at the place of payment, then payment thereof will be made on the next Business Day and the Holder of such Note will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day.

	(d)	The Holder of any Note of any series at the close of business on any Record Date applicable to a particular series with respect to any Interest Payment Date for such series shall be entitled to receive the interest, if any, payable on such Interest Payment Date notwithstanding any transfer or exchange of such Note subsequent to such Record Date and prior to such Interest Payment Date, except if and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date for such series, in which case such defaulted interest shall be paid to the Holder of such Note as at the close of business on a subsequent Record Date (which shall be not less than two Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the Holders of all affected Notes not less than 15 days preceding such subsequent Record Date. The term “Record Date” as used with respect to any Interest Payment Date (except a date for payment of defaulted interest) for the Notes of any series shall mean the date specified as such in the terms of the Notes of such series established as contemplated by Section 2.2, and in respect of the Unit Notes or Coupon Notes, shall have the meaning specified in Section 3.1.

	(e)	Wherever in this Indenture, any Supplemental Indenture or any Note there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture, the Supplemental Indenture or the Note, and express mention of interest on amounts in default in any of the provisions of this Indenture will not be construed as excluding such interest in those provisions of this Indenture where such express mention is not made.

(f)

Unless otherwise specifically provided in this Indenture or the terms of any Note, interest on Notes of any series shall be computed on the basis of a year of 365 days or 366 days, as applicable. With respect to any series of Notes, whenever interest is computed on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

2.12

Payments of Amounts Due on Maturity

(a)

Subject to Section 2.12(b), the following provisions shall apply to all Notes, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the Unit Notes or Coupon Notes, Article 3):

	(i)	in the case of fully registered Notes, the Issuer shall establish and maintain with the Paying Agent a Maturity Account for each series of Notes. On or before 11:00 a.m. (Toronto time) on the Stated Maturity date for each series of Notes outstanding from time to time under this Indenture, the Issuer shall deposit in the applicable Maturity Account by wire transfer or certified cheque an amount sufficient to pay all amounts payable in respect of the outstanding Notes of such series (less any Taxes required by law to be deducted or withheld therefrom). The Paying Agent will pay to each Holder of such Notes entitled to receive payment, the principal amount of, and premium (if any) on, such Notes, upon surrender of such Notes to the Paying Agent or at any branch of the Trustee designated for such purpose from time to time by the Issuer and the Trustee. The deposit or making available of such amounts into the applicable Maturity Account will satisfy and discharge the liability of the Issuer for such Notes to which the deposit or making available of funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture to such extent and such Holder will have no other right than to receive out of the money so deposited or made available the amount to which it is entitled. Failure to make a deposit or make funds available as required to be made pursuant to this Section 2.12(a)(i) will constitute Default in payment on the Notes in respect of which the deposit or making available of funds was required to have been made; and

	(ii)	in the case of any series of Notes issued and outstanding in the form of or represented by Global Notes, on or before 11:00 a.m. (Toronto time) on the day prior to the Stated Maturity date for such Notes, the Issuer shall deliver to the Trustee, for onward payment to the Depository, in each case by electronic funds transfer, an amount sufficient to pay the amount payable in respect of such Global Notes (less any Taxes required by law to be deducted or withheld therefrom). The Issuer shall pay to the Trustee, for onward payment to the Depository, the principal amount of, and premium (if any) on, such Global Notes, against receipt of the relevant Global Notes. The delivery of such electronic funds to the Trustee for onward payment to the Depository will satisfy and discharge the liability of the Issuer for the series of Notes to which the electronic funds relates to the extent of the amount deposited or made available (plus the amount of any Taxes deducted or withheld as aforesaid) and such Notes will thereafter not be considered as outstanding under this Indenture unless such electronic funds transfer is not received. Failure to make delivery of funds available as required pursuant to this Section 2.12(a)(ii) will constitute Default in payment on the Notes of the series in respect of which the delivery or making available of funds was required to have been made.

(b)

Notwithstanding Section 2.12(a), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor the Paying Agent shall have any obligation to disburse funds pursuant to Section 2.12(a)(i) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable date of Maturity. The Paying Agent shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

2.13

Legends on Notes

	(a)	Each Global Note shall bear a legend in substantially the following form, subject to such modification as required by the applicable Depository (the “Global Note Legend”):

		“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THIS INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THIS INDENTURE.

		UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO HARVEST HEALTH & RECREATION INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THIS NOTE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS NOTE.”

(b)

Prior to the issuance of Notes of any series, the Issuer shall notify the Trustee, in writing, concerning which Notes are to be certificated and are to bear the legend or legends described in this Section 2.13.

2.14

Payment of Interest

The following provisions shall apply to Notes of each series, except as otherwise specified in a Supplemental Indenture relating to a particular series of Notes (and, in the case of the Unit Notes or Coupon Notes, Article 3):

(a)

As interest becomes due on each fully registered Note (except on redemption thereof, when interest may at the option of the Issuer be paid upon surrender of such Note), the Issuer, either directly or through the Trustee or any agent of the Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee, payment of such interest including any Additional Amounts (less any Taxes required by law to be deducted or withheld therefrom) to the Holders of record on the Record Date immediately preceding the applicable Interest Payment Date. If payment is made by cheque, such cheque shall be forwarded at least two days prior to each Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to Holders), such payment shall be made in a manner whereby the Holder receives credit for such payment on the Interest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such Note to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the Person to whom it is so sent as aforesaid, the Issuer shall issue to such Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on any Note in the manner provided above, the Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.

	(b)	So long as the Notes of any series or any portion thereof are issued in the form of or represented by a Global Note, then all payments of interest on such Global Note shall be made by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer made payable to the Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in that Global Note, unless the Issuer and the Trustee agree.

	(c)	Notwithstanding Sections 2.14(a) and 2.14(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.14(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

2.15

Record of Payment

The Trustee will maintain accounts and records evidencing any payment, by it or any other Paying Agent on behalf of the Issuer, of principal, premium (if any) and interest in respect of Notes of each series, which accounts and records will constitute, in the absence of manifest error, prima facie evidence of such payment.

2.16

Representation Regarding Third Party Interest

The Issuer hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Indenture, for or to the credit of the Issuer, either (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case the Issuer hereby agrees to complete, execute and deliver forthwith to the Trustee a declaration, in the Trustee’s prescribed form or in such other form as may be reasonably satisfactory to it, as to the particulars of such third party.

Article 3
TERMS OF THE UNIT Notes AND COUPON NOTES

3.1

Definitions

In this Article 3 and in the Notes, the following terms have the following meanings:

“Additional Notes” means any Unit Notes or Coupon Notes issued under and pursuant to the terms of and subject to the conditions of this Indenture after the Initial Issue Date.

“Interest Payment Date” for the purposes of this Article 3 means June 30 and December 31 of each year that the Unit Notes or Coupon Notes are outstanding and (except in respect of any Additional Notes) commencing on June 30, 2020.

“Interest Period” means the period commencing on the later of (a) the date of issue of the Unit Notes or Coupon Notes and (b) the immediately preceding Interest Payment Date on which interest has been paid, and ending on the day immediately preceding the Interest Payment Date in respect of which interest is payable.

“Record Date” means the close of business fifteen (15) Business Days preceding the relevant Interest Payment Date.

“Note Account” means any account which is designated in writing to the Trustee as the Note Account from time to time.

“Note Maturity Date” has the meaning given to it in Section 3.5.

3.2

Creation and Designation of the Unit Notes and Coupon Notes

In accordance with this Indenture, the Issuer is authorized to issue two series of Notes designated as (i) “9.25% Senior Secured Notes due December 19, 2022” and (ii) 15% Senior Secured Notes due December 19, 2022”, with both series having the same terms and conditions in all respects, except for the rate of interest payable thereon.

3.3

Aggregate Principal Amount

The aggregate principal amount of Notes which may be issued under this Indenture is unlimited, provided, however, that the maximum principal amount of Initial Notes initially issued hereunder on the Issue Date shall be up to $100,000,000. The Issuer may, from time to time, without the consent of any existing Holders but subject to Section 6.9, create and issue Additional Notes hereunder having the same terms and conditions as the Unit Notes or Coupon Notes, as applicable, in all respects, except for the date of issuance, issue price and first payment of interest thereon. Additional Notes so created and issued will be consolidated with and form a single series with the Unit Notes or Coupon Notes, as applicable.

3.4

Authentication

The Trustee shall initially authenticate one or more Global Notes for original issue on the Initial Issue Date in an aggregate principal amount of up to $100,000,000 or otherwise to permit transfers or exchanges in accordance with Section 4.6 upon receipt by the Trustee of a duly executed Authentication Order. After the Initial Issue Date, subject to Section 3.3, the Issuer may issue, from time to time, and the Trustee shall authenticate upon receipt of an Authentication Order, Additional Notes for original issue. Except as provided in Section 6.9, there is no limit on the amount of Additional Notes that may be issued hereunder. Each such Authentication Order shall specify the principal amount of Unit Notes or Coupon Notes to be authenticated and the date on which such Unit Notes or Coupon Notes are to be authenticated. The aggregate principal amount of Unit Notes or Coupon Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders provided in respect of original issues of Unit Notes or Coupon Notes except as provided in Section 2.10. For certainty, the Trustee shall not be obligated or liable to ensure that the Issuer is in compliance with the limitations in Section 6.9, and shall be entitled to rely on an Officers’ Certificate from the Issuer certifying such compliance for any Additional Notes so issued.

3.5

Date of Issue and Maturity

The Unit Notes and Coupon Notes will be dated December 20, 2019 and the Unit Notes and Coupon Notes will become due and payable, together with all accrued and unpaid interest thereon, on December 19, 2022 (the “Note Maturity Date”).

3.6

Interest

	(a)	The Unit Notes and Coupon Notes will bear interest on the unpaid principal amount thereof at the rate of 9.25% per annum and 15% per annum, respectively, from their respective Issue Date to, but excluding, the Note Maturity Date, compounded semi-annually and payable in arrears on each Interest Payment Date. The first Interest Payment Date for the Unit Notes and Coupon Notes will be June 30, 2020.

	(b)	Interest will be payable in respect of each Interest Period (after, as well as before, the Note Maturity Date, default and judgment, with interest overdue on principal and interest at a rate that is 2% higher than the applicable rate on the Unit Notes or Coupon Notes, as applicable) on each Interest Payment Date in accordance with Section 2.11 and Section 2.14. Interest on the Unit Notes and Coupon Notes will accrue from their respective Issue Date or, if interest has already been paid, from and including the last Interest Payment Date therefor to which interest has been paid or made available for payment. Interest will be computed on the basis of a 365-day or 366-day year, as applicable, and will be payable in equal semi-annual amounts; except that interest in respect of any period that is shorter than a full semi-annual interest period will be computed on the basis of a 365-day or 366-day year, as applicable, and the actual number of days elapsed in that period.

3.7

Optional Redemption

(a)

At any time and from time to time prior to one year from the Issue Date, the Issuer may redeem all or a part of the Unit Notes or Coupon Notes upon not less than 15 days’ nor more than 60 days’ notice, at a Redemption Price equal to 105% of the principal amount of the Unit Notes or Coupon Notes redeemed, plus accrued and unpaid interest, if any, as of the applicable date of redemption (subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

	(b)	At any time and from time to time on or after December 20, 2020, the Issuer may redeem all or a part of the Unit Notes or Coupon Notes upon not less than 15 days’ nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) of 100% of the principal amount thereof plus accrued and unpaid interest on the Unit Notes or Coupon Notes, as applicable, redeemed, to the applicable Redemption Date.

	(c)	Unless otherwise specifically provided in this Section 3.7, the terms of Article 5 shall apply to the redemption of any Unit Notes or Coupon Notes and in the event of any inconsistency, the terms of this Section 3.7 shall prevail.

3.8

[INTENTIONALLY DELETED.]

3.9

Mandatory Redemption and Market Purchases

	(a)	The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Unit Notes or Coupon Notes; provided, however, that the Issuer may be required to offer to purchase the Unit Notes or Coupon Notes pursuant to Sections 6.15 and 6.16.

	(b)	The Issuer or any of its Subsidiaries may at any time and from time to time purchase Unit Notes or Coupon Notes by tender offer, open market purchases, negotiated transactions, private agreement or otherwise at any price in accordance with Applicable Securities Legislation, so long as such acquisition does not violate the terms of this Indenture.

3.10

Form and Denomination of the Unit Notes and Coupon Notes

	(a)	The Unit Notes and Coupon Notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof.

	(b)	Subject to Section 4.2(b), the Unit Notes and Coupon Notes will be issuable as Global Notes, substantially in the form set out in Appendix A hereto with such changes as may be reasonably required by the Depository and any other changes as may be approved or permitted by the Issuer, in each case which changes are not prejudicial to the Holders or Beneficial Holders of Unit Notes and Coupon Notes, and with such approval in each case to be conclusively deemed to have been given by the officers of the Issuer executing the same in accordance with Article 2.

3.11

Currency of Payment

The principal of, and interest and premium (if any) on, the Unit Notes and Coupon Notes will be payable in United States dollars.

3.12

Additional Amounts

(a)

All payments made by any Guarantor under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf of any Canadian Taxing Authority or United States Taxing Authority, unless such Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any Guarantor is so required to withhold or deduct any amount of interest for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Guarantor is organized, resident or doing business for tax purposes, or from or through which such Guarantor (or its agents) makes any payment under any Guarantee or any Taxing Authority thereof (each a “Relevant Taxing Jurisdiction”), from any payment made under or with respect to any Guarantee, any such Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payment by each Holder or Beneficial Holder, as the case may be, after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder or Beneficial Holder, as applicable:

	(i)	which is subject to such Taxes by reason of any connection between Canada and such holder who is not a resident of Canada for purposes of the Tax Act, other than any connection resulting solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Guarantee;

	(ii)	which is subject to such Taxes by reason of any connection between such holder and the United States or any states political subdivision thereof or authority thereof other than any connection resulting solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Guarantee;

	(iii)	which failed to duly and timely comply with a timely request of the relevant Guarantor to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with any jurisdiction or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or Beneficial Holder, as the case may be, but for this clause (iii);

	(iv)	which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner);

	(v)	U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Holder or the Beneficial Holder, as the case may be, with respect to an applicable interest in the Notes pursuant to a law in effect on the date on which (i) such Holder or the Beneficial Holder, as the case may be, acquires such interest in the Notes or (ii) such Holder or the Beneficial Holder, as the case may be, changes its office location, except in each case to the extent that amounts with respect to such Taxes were payable either to such Holder’s assignor immediately before such Holder or the Beneficial Holder, as the case may be, became a party hereto or to such Holder immediately before it changed its office location;

	(vi)	to the extent that the Taxes required to be withheld or deducted are imposed pursuant to sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith;

	(vii)	for any Canadian withholding Taxes imposed on a payment by or on account of any obligation of the relevant Guarantor hereunder by reason of the Holder or Beneficial Holder, as the case may be, (i) not dealing at arm’s length (for purposes of the Tax Act) with the payer of such amount or (ii) being, or not dealing at arm’s length (for purposes of the Tax Act) with a specified shareholder (as defined in subsection 18(5) of the Tax Act) of the payer of such amount;

	(viii)	for or on account of any Tax that is payable otherwise than by withholding from payment with respect to a Guarantee (other than Taxes payable pursuant to section 803 of the regulations under the Tax Act); or

	(ix)	any combination of the foregoing clauses of this proviso.

(b)

Such Guarantor will also (a) make such withholding or deduction and, (b) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. Such Guarantor will furnish to the Holders, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Guarantor.

	(c)	At least 30 days prior to each date on which any payment under or with respect to the any Guarantee is due and payable, if any Guarantor is aware that it will be obligated to pay Additional Amounts with respect to such payment, such Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

	(d)	The Guarantors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders, and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of: (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder or under any Guarantee (including, for greater clarity, any Taxes payable under section 803 of the regulations under the Tax Act); and (ii) any Taxes levied or imposed with respect to any indemnification or reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such indemnification or reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the indemnification or reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this paragraph shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (ix) above if the payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments.

	(e)	In addition, the Issuer and the Guarantors will pay any stamp, issue, registration, court, documentation, excise or other similar Taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Guarantee or any other document or instrument referred to thereunder and any such Taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Guarantee and/or any other such document or instrument.

	(f)	The obligations described under this Section 3.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.

3.13

Appointment

	(a)	The Trustee will be the trustee for the Unit Notes and Coupon Notes, subject to Article 11.

	(b)	The Issuer initially appoints CDS to act as Depository with respect to the Unit Notes and Coupon Notes (other than with respect to Definitive Notes issued to Original U.S. Holders that are U.S. Accredited Investors).

	(c)	The Issuer initially appoints the Trustee at its corporate office in Vancouver, British Columbia to act as the Registrar, transfer agent, authentication agent and Paying Agent with respect to the Unit Notes and Coupon Notes. The Issuer may change the Registrar, transfer agent, authentication agent or Paying Agent for the Unit Notes or Coupon Notes at any time and from time to time without prior notice to the Holders of the Unit Notes or Coupon Notes.

3.14

Inconsistency

In the case of any conflict or inconsistency between this Article 3 and any other provision of this Indenture, Article 3 shall, as to the Unit Notes or Coupon Notes, govern and prevail.

3.15

Reference to Principal, Premium, Interest, etc.

Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described hereunder, if applicable.

Article 4
REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP

4.1

Register of Certificated Notes

	(a)	Subject to the terms of any Supplemental Indenture, with respect to each series of Notes issuable in whole or in part as registered Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as may be specified in the Notes of such series or as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the names and addresses of the Holders and particulars of the Notes held by them respectively and of all transfers of Notes. Such registration shall be noted on the relevant Notes by the Trustee or other Registrar unless a new Note shall be issued upon such transfer.

	(b)	No transfer of a registered Note shall be valid unless made on such register referred to in Section 4.1(a) by the Holder or such Holder’s executors, administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Trustee or other Registrar upon surrender of the Notes together with a duly executed form of transfer acceptable to the Trustee or other Registrar and upon compliance with such other reasonable requirements as the Trustee or other Registrar may prescribe, and unless the name of the transferee shall have been noted on the Note by the Trustee or other Registrar.

4.2

Global Notes

	(a)	With respect to Notes issuable as or represented by, in whole or in part, one or more Global Notes, the Issuer shall cause to be kept by and at the principal office of the Trustee in Vancouver, British Columbia or by such other Registrar as the Issuer, with the approval of the Trustee, may appoint at such other place or places, if any, as the Issuer may designate with the approval of the Trustee, a register in which shall be entered the name and address of the Holder of each such Global Note (being the Depository, or its nominee, for such Global Note) and particulars of the Global Note held by it, and of all transfers thereof. If any Notes are at any time not Global Notes, the provisions of Section 4.1 shall govern with respect to registrations and transfers of such Notes.

	(b)	Notwithstanding any other provision of this Indenture, a Global Note may not be transferred by the Holder thereof and, accordingly, subject to Section 4.6, no Definitive Notes of any series shall be issued to Beneficial Holders except in the following circumstances or as otherwise specified in any Supplemental Indenture, a resolution of the Trustee, a Board Resolution or an Officers’ Certificate:

(i)

Definitive Notes may be issued to Beneficial Holders at any time after:

	(A)	the Issuer has determined that CDS (1) is unwilling or unable to continue as Depository for Global Notes, or (2) ceases to be eligible to be a Depository, and, in each case the Issuer is unable to locate a qualified successor to its reasonable satisfaction;

	(B)	the Issuer has determined, in its sole discretion, or is required by law, to terminate the book-entry only registration system in respect of such Global Notes and has communicated such determination or requirement to the Trustee in writing, or the book-entry system ceases to exist;

	(C)	the Note is to be authenticated to or for the account or benefit of a U.S. Holder (other than an Original U.S. Holder that is a Qualified Institutional Buyer), in which case, the Definitive Note shall contain the U.S. Legend set forth in Section 2.3(h), if applicable; or

	(D)	the Trustee has determined that an Event of Default has occurred and is continuing with respect to Notes issued as Global Notes, provided that Beneficial Holders representing, in the aggregate, not less than 51% of the aggregate outstanding principal amount of the Notes of the affected series advise the Depository in writing, through the Participants, that the continuation of the book-entry only registration system for the Notes of such series is no longer in their best interests; and

(ii)

Global Notes may be transferred (A) if such transfer is required by applicable law, as determined by the Issuer and Counsel, or (B) by a Depository to a nominee of such Depository, or by a nominee of a Depository to such Depository, or to another nominee of such Depository, or by a Depository or its nominee to a successor Depository or its nominee.

	(c)	Upon the termination of the book-entry only registration system on the occurrence of one of the conditions specified in Section 4.2(b)(i) or upon the transfer of a Global Note to a Person other than a Depository or a nominee thereof in accordance with Section 4.2(b)(i)(A), the Trustee shall notify all Beneficial Holders, through the Depository, of the availability of Definitive Notes for such series. Upon surrender by the Depository of the Global Notes in respect of any series and receipt of new registration instructions from the Depository, the Trustee shall deliver the Definitive Notes of such series to the Beneficial Holders thereof in accordance with the new registration instructions and thereafter, the registration and transfer of such Notes will be governed by Section 4.1 and the remaining provisions of this Article 4.

	(d)	It is expressly acknowledged that a transfer of beneficial ownership in a Note of any series issuable in the form of or represented by a Global Note will be effected only (a) with respect to the interests of participants in the Depository (“Participants”), through records maintained by the Depository or its nominee for the Global Note, and (b) with respect to interests of Persons other than Participants, through records maintained by Participants. Beneficial Holders who are not Participants but who desire to purchase, sell or otherwise transfer ownership of or other interest in Notes represented by a Global Note may do so only through a Participant.

4.3

Transferee Entitled to Registration

The transferee of a Note shall be entitled, after the appropriate form of transfer is deposited with the Trustee or other Registrar and upon compliance with all other conditions for such transfer required by this Indenture or by law, to be entered on the register as the owner of such Note free from all equities or rights of set-off or counterclaim between the Issuer and the transferor or any previous Holder of such Note, save in respect of equities of which the Issuer is required to take notice by law (including any statute or order of a court of competent jurisdiction).

4.4

No Notice of Trusts

None of the Issuer, the Trustee and any Registrar or Paying Agent will be bound to take notice of or see to the performance or observance of any duty owed to a third Person, whether under a trust, express, implied, resulting or constructive, in respect of any Note by the Holder or any Person whom the Issuer or the Trustee treats, as permitted or required by law, as the owner or the Holder of such Note, and may transfer the same on the direction of the Person so treated as the owner or Holder of the Note, whether named as Trustee or otherwise, as though that Person were the Beneficial Holder thereof.

4.5

Registers Open for Inspection

The registers referred to in Sections 4.1 and 4.2 shall, subject to applicable law, at all reasonable times be open for inspection by the Issuer, the Trustee or any Holder. Every Registrar, including the Trustee, shall from time to time when requested so to do by the Issuer or by the Trustee, in writing, furnish the Issuer or the Trustee, as the case may be, with a list of names and addresses of Holders entered on the registers kept by them and showing the principal amount and serial numbers of the Notes held by each such Holder, provided the Trustee shall be entitled to charge a reasonable fee to provide such a list.

4.6

Transfers and Exchanges of Notes

	(a)	Transfer and Exchange of Global Notes. A Global Note may be transferred in whole and not in part only pursuant to Section 4.2(b)(ii). A beneficial interest in a Global Note may not be exchanged for a Definitive Note other than pursuant to Section 4.2(b)(i). A Global Note may not be exchanged for another Note other than as provided in this Section 4.6(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 4.6(b) or 4.6(c), as applicable.

	(b)	Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture, applicable laws and the Applicable Procedures. In connection with a transfer and exchange of beneficial interest in Global Notes, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged, and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (B) (1) a written order from a Participant or a Beneficial Holder, in each case, given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred, and (2) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer referred to in (B)(1) above. Upon satisfaction of all of the requirements for transfer of beneficial interests in Global Notes contained in this Indenture and the Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 4.6(e).

	(c)	Transfer or Exchange of Beneficial Interests in the Global Notes for Definitive Notes. A holder of a beneficial interest in a Global Note may exchange such beneficial interest for a Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note only upon the occurrence of any of the preceding events in Section 4.6(b) and satisfaction of the conditions set forth in Section 4.6(b). Upon the occurrence of any such preceding event and receipt by the Registrar of the documentation referred to in the appropriate subparagraph of this Section 4.6(c), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 4.6(e), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 4.6(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant or Beneficial Holder. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.

	(d)	Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 4.6(d) and Applicable Securities Legislation, the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

	(e)	Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 4.9 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

	(f)	U.S. Restrictions on Transfer and Exchange. If a Definitive Note tendered for transfer bears the U.S. Legend set forth in Section 2.3(h), the Trustee shall not register such transfer unless the transferor has provided the Trustee with the Definitive Note and: (A) the transfer is made to the Issuer; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Trustee and the Issuer a declaration substantially in the form set forth in Appendix C to this Indenture, or in such other form as the Issuer may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Issuer) as the Issuer may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 4.6(f)(C)(ii) or 4.6(f)(D) furnished to the Trustee and the Issuer an opinion of counsel, of recognized standing, or other evidence in form and substance reasonably satisfactory to the Issuer to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Issuer and the Trustee receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Issuer in form and substance, to the effect that the U.S. Legend set forth in subsection 2.3(h) is no longer required on the Definitive Note representing the transferred Notes, the Definitive Note received by the transferee will continue to bear the U.S. Legend set forth in Section 2.3(h). Notes exchanged for Definitive Notes that bear the U.S. Legend set forth in Section 2.3(h) shall bear the same U.S. Legend.

	(g)	General Provisions Relating to Transfers and Exchanges.

	(i)	To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order in accordance with Section 2.4 or at the Registrar’s request.

	(ii)	No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.9 and 10.1).

	(iii)	All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iv)

Neither the Issuer nor the Trustee nor any Registrar shall be required to:

	(A)	issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a Redemption Notice under Section 5.1 hereof and ending at the close of business on the day of selection, or

	(B)	register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or unless upon due presentation thereof for redemption such Notes are not redeemed, or

	(C)	register the transfer of or exchange a Note between a Record Date and the next succeeding Interest Payment Date, or

	(D)	to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

	(v)	Subject to any restriction provided in this Indenture, the Issuer with the approval of the Trustee may at any time close any register for the Notes of any series (other than those kept at the principal office of the Trustee in Vancouver, British Columbia) and transfer the registration of any Notes registered thereon to another register (which may be an existing register) and thereafter such Notes shall be deemed to be registered on such other register. Notice of such transfer shall be given to the Holders of such Notes.

	(vi)	Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Registrar or Paying Agent or the Issuer shall be affected by notice to the contrary.

	(vii)	The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.4.

	(viii)	Upon surrender for registration of transfer of any Note at the office or agency of the Issuer, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

	(ix)	At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.4 hereof.

(x)

All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 4.6 to effect a registration of transfer or exchange may be submitted by facsimile.

4.7

Charges for Registration, Transfer and Exchange

For each Note exchanged, registered, transferred or discharged from registration, the Trustee or other Registrar, except as otherwise herein provided, may make a reasonable charge for its services and in addition may charge a reasonable sum for each new Note issued (such amounts to be agreed upon from time to time by the Trustee and the Issuer), and payment of such charges and reimbursement of the Trustee or other Registrar for any stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange, registration, transfer or discharge from registration as a condition precedent thereto. Notwithstanding the foregoing provisions, no charge shall be made to a Holder hereunder:

	(a)	for any exchange, registration, transfer or discharge from registration of a Note of any series applied for within a period of two months from the date of the first delivery thereof;

	(b)	for any exchange of any interim or temporary Note of any series or interim certificate that has been issued under Section 2.9 for a Definitive Note of any series;

	(c)	for any exchange of a Global Note of any series as contemplated in Section 4.2; or

	(d)	for any exchange of a Note of any series resulting from a partial redemption under Section 5.3.

4.8

Ownership of Notes

	(a)	The Holder for the time being of any Note shall be entitled to the principal, premium, if any, and/or interest evidenced by such Note, free from all equities or rights of set-off or counterclaim between the Issuer and the original or any intermediate Holder thereof (except in respect of equities of which the Issuer is required to take notice by law) and all Persons may act accordingly and the receipt of any such Holder for any such principal, premium, if any, or interest shall be a valid discharge to the Trustee, any Registrar and to the Issuer for the same and none shall be bound to inquire into the title of any such Holder.

	(b)	Where Notes are registered in more than one name, the principal, premium, if any, and interest from time to time payable in respect thereof may be paid to the order of all or any of such Holders, failing written instructions from them to the contrary, and the receipt of any one of such Holders therefor shall be a valid discharge, to the Trustee, any Registrar and to the Issuer.

	(c)	In the case of the death of one or more joint Holders, the principal, premium, if any, and interest from time to time payable thereon may be paid to the order of the survivor or survivors of such Holders and to the estate of the deceased and the receipt by such survivor or survivors and the estate of the deceased thereof shall be a valid discharge by the Trustee, any Registrar and the Issuer.

	(d)	Unless otherwise required by law, the Person in whose name any Note is registered shall for all purposes of this Indenture (except for references in this Indenture to a “Beneficial Holder”) be and be deemed to be the owner thereof and payment of or on account of the principal of, premium, if any, and interest on such Note shall be made only to or upon the order in writing of such Holder.

	(e)	Notwithstanding any other provision of this Indenture, all payments in respect of Notes issuable in the form of or represented by a Global Note shall be made to the Depository or its nominee for subsequent payment by the Depository or its nominee to the Beneficial Holders.

4.9

Cancellation and Destruction

All matured Notes of any series shall forthwith after payment of all Obligations thereunder be delivered to the Trustee or to a Person appointed by it or by the Issuer with the approval of the Trustee and cancelled by the Trustee. All Notes of any series which are cancelled or required to be cancelled under this or any other provision of this Indenture shall be destroyed by the Trustee and, if required by the Issuer, the Trustee shall furnish to it a destruction certificate setting out the designating numbers of the Notes so destroyed.

Article 5
REDEMPTION AND PURCHASE OF NOTES

5.1

Redemption of Notes

Subject to the provisions of the Supplemental Indenture relating to the issue of a particular series of Notes or, in the case of the Unit Notes or Coupon Notes, Article 3, Notes of any series may be redeemed before the Stated Maturity thereof, in whole at any time or in part from time to time, at the option of the Issuer and in accordance with and subject to the provisions set out in this Indenture and any applicable Supplemental Indenture, including those relating to the payment of any required redemption price (“Redemption Price”).

5.2

Places of Payment

The Redemption Price will be payable upon presentation and surrender of the Notes called for redemption at any of the places where the principal of such Notes is expressed to be payable and at any other places specified in the Redemption Notice.

5.3

Partial Redemption

(a)

If less than all of the Notes of any series are to be redeemed at any time, the Trustee will select Notes of such series for redemption as follows:

(i)

if the Notes are listed on any national securities exchange, including the Canadian Securities Exchange, in compliance with the requirements of the principal national securities exchange; or

	(ii)	if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate; or

	(iii)	if the Notes are included in global form based on a method required by CDS, or, a method that most nearly approximates a pro rata selection as the Trustee deems appropriate.

		Subject to the foregoing and the Supplemental Indenture relating to any series of Notes (or, in the case of the Unit Notes or Coupon Notes, Article 3), Notes or portions of Notes the Trustee selects for redemption shall be in minimum amounts of $1,000 or integral multiples of $1,000.

	(b)	If Notes of any series are to be redeemed in part only, the Redemption Notice that relates to such Notes will state the portion of the principal amount of such Notes that is to be redeemed. In the event that one or more of such Notes becomes subject to redemption in part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the applicable Redemption Date, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes of such series for the unredeemed part of the principal amount of the Notes so surrendered or, with respect to Global Notes, the Trustee shall make notations on the Global Notes of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Article 5 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption.

5.4

Notice of Redemption

Unless otherwise provided in a Supplemental Indenture or, in the case of the Unit Notes or Coupon Notes, Article 3, notice of redemption (the “Redemption Notice”) of any series of Notes shall be given to the Holders of the Notes so to be redeemed not more than 60 days nor less than 15 days prior to the date fixed for redemption (the “Redemption Date”) in the manner provided in Section 14.2; provided that Redemption Notices in respect of optional redemptions of Notes may be delivered more than 60 days prior to a Redemption Date if the Redemption Notice is issued in connection with a defeasance of the relevant Notes or a satisfaction and discharge of this Indenture. Every such Redemption Notice shall specify the aggregate principal amount of Notes called for redemption, the Redemption Date, the Redemption Price and the places of payment and shall state that interest upon the principal amount of Notes called for redemption shall cease to be payable from and after the Redemption Date. Redemption Notices in respect of redemptions made pursuant to Section 3.7 may, at the Issuer’s discretion, be subject to one or more conditions precedent, as described under Section 5.5. In addition, unless all the outstanding Notes of a series are to be redeemed, the Redemption Notice shall specify:

(a)

the distinguishing letters and numbers of the Notes which are to be redeemed (as are registered in the name of such Holder);

	(b)	if such Notes are selected by terminal digit or other similar system, such particulars as may be sufficient to identify the Notes so selected;

	(c)	in the case of Global Notes, that the redemption will take place in such manner as may be agreed upon by the Depository, the Trustee and the Issuer; and

	(d)	in all cases, the principal amounts of such Notes or, if any such Note is to be redeemed in part only, the principal amount of such part.

Notwithstanding Section 14.2, in the event that all Notes of a series to be redeemed are Global Notes, publication of the Redemption Notice shall not be required.

If Notes of any series are to be redeemed in part only, the Redemption Notice that relates to such Notes will state the portion of the principal amount of such Notes that is to be redeemed. In the event that one or more of such Notes becomes subject to redemption in part only, upon surrender of any such Notes for payment of the Redemption Price, together with interest accrued to but excluding the applicable Redemption Date, the Issuer shall execute and the Trustee shall authenticate and deliver without charge to the Holder thereof or upon the Holder’s order one or more new Notes of such series for the unredeemed part of the principal amount of the Notes so surrendered or, with respect to Global Notes, the Trustee shall make notations on the Global Notes of the principal amount thereof so redeemed. Unless the context otherwise requires, the terms “Note” or “Notes” as used in this Article 5 shall be deemed to mean or include any part of the principal amount of any Note which in accordance with the foregoing provisions has become subject to redemption.

5.5

Qualified Redemption Notice

In connection with any optional redemption of Notes, any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of any Permitted Refinancing Indebtedness or any Equity Offering. In addition, if such redemption notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s sole discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the redemption date so delayed, and that such redemption provisions may be adjusted to comply with any depositary requirements.

5.6

Notes Due on Redemption Dates

Upon a Redemption Notice having been given as provided in Section 5.4, all the Notes so called for redemption or the principal amount to be redeemed of the Notes called for redemption, as the case may be, shall thereupon be and become due and payable at the Redemption Price, together with accrued interest to but excluding the Redemption Date, on the Redemption Date specified in such notice, in the same manner and with the same effect as if it were the Stated Maturity specified in such Notes, anything therein or herein to the contrary notwithstanding. If any Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes shall be subject to redemption by the Issuer. From and after such Redemption Date, if the monies necessary to redeem such Notes shall have been deposited as provided in Section 5.7 and affidavits or other proof satisfactory to the Trustee as to the publication and/or mailing of such Redemption Notices shall have been lodged with it, interest upon the Notes shall cease to accrue. If any question shall arise as to whether any notice has been given as above provided and such deposit made, such question shall be decided by the Trustee whose decision shall be final and binding upon all parties in interest.

5.7

Deposit of Redemption Monies

	(a)	Except as may otherwise be provided in any Supplemental Indenture or, in the case of the Unit Notes or Coupon Notes, Article 3, upon Notes being called for redemption, the Issuer shall deposit with the Trustee, for onward payment to the Depository, on or before 11:00 a.m. (Toronto time) on the day prior to the Redemption Date specified in the Redemption Notice, such sums of money as may be sufficient to pay the Redemption Price of the Notes so called for redemption, plus accrued and unpaid interest thereon up to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld therefrom. The Issuer shall also deposit with the Trustee a sum of money sufficient to pay any charges or expenses which may be incurred by the Trustee in connection with such redemption. Every such deposit shall be irrevocable. From the sums so deposited, the Trustee shall pay or cause to be paid, to the Depository on behalf of the Holders of such Notes so called for redemption, upon surrender of such Notes, the principal, premium (if any) and interest (if any) to which they are respectively entitled on redemption.

	(b)	Payment of funds to the Trustee upon redemption of Notes shall be made by electronic transfer or certified cheque or pursuant to such other arrangements for the provision of funds as may be agreed between the Issuer and the Trustee in order to effect such payment hereunder. Notwithstanding the foregoing, (i) all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Issuer shall remit payment to the Trustee by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 5.7 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable on the applicable Redemption Date. The Trustee shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.

5.8

Failure to Surrender Notes Called for Redemption

In case the Holder of any Note of any series so called for redemption shall fail on or before the Redemption Date so to surrender such Holder’s Note, or shall not within such time specified on the Redemption Notice accept payment of the redemption monies payable, or give such receipt therefor, if any, as the Trustee may require, such redemption monies may be set aside in trust, without interest, either in the deposit department of the Trustee or in a chartered bank, and such setting aside shall for all purposes be deemed a payment to the Holder of the sum so set aside and, to that extent, such Note shall thereafter not be considered as outstanding hereunder and the Holder thereof shall have no other right except to receive payment of the Redemption Price of such Note, plus any accrued but unpaid interest thereon to but excluding the Redemption Date and including any Additional Amounts, less any Taxes required by law to be deducted or withheld, out of the monies so paid and deposited, upon surrender and delivery up of such Holder’s relevant Note. In the event that any money required to be deposited hereunder with the Trustee or any Paying Agent on account of principal, premium, if any, or interest, if any, on Notes issued hereunder shall remain so deposited for a period of six years from the Redemption Date, then such monies, together with any accumulated interest thereon, shall at the end of such period be paid over or delivered over by the Trustee or such Paying Agent to the Issuer on its demand, and thereupon the Trustee shall not be responsible to Holders of such Notes for any amounts owing to them and subject to applicable law, thereafter the Holders of such Notes in respect of which such money was so repaid to the Issuer shall have no rights in respect thereof except to obtain payment of the money due from the Issuer, subject to any limitation period provided by the laws of British Columbia.

5.9

Cancellation of Notes Redeemed

Subject to the provisions of Sections 5.4 and 5.10 as to Notes redeemed or purchased in part, all Notes redeemed and paid under this Article 5 shall forthwith be delivered to the Trustee and cancelled and no Notes shall be issued in substitution for those redeemed.

5.10

Purchase of Notes for Cancellation

	(a)	Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the Unit Notes or Coupon Notes, Article 3, the Issuer may, at any time and from time to time, purchase Notes of any series in the market (which shall include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by tender or by contract, at any price; provided such acquisition does not otherwise violate the terms of this Indenture. All Notes so purchased may, at the option of the Issuer, be delivered to the Trustee and cancelled and no Notes shall be issued in substitution therefor.

	(b)	If, upon an invitation for tenders, more Notes of the relevant series are tendered at the same lowest price than the Issuer is prepared to accept, the Notes to be purchased by the Issuer shall be selected by the Trustee on a pro rata basis or in such other manner as the Issuer directs in writing and as consented to by the exchange, if any, on which Notes of such series are then listed which the Trustee considers appropriate, from the Notes of such series tendered by each tendering Holder thereof who tendered at such lowest price. For this purpose the Trustee may make, and from time to time amend, regulations with respect to the manner in which Notes of any series may be so selected, and regulations so made shall be valid and binding upon all Holders thereof, notwithstanding the fact that as a result thereof one or more of such Notes become subject to purchase in part only. The Holder of a Note of any series of which a part only is purchased, upon surrender of such Note for payment, shall be entitled to receive, without expense to such Holder, one or more new Notes of such series for the unpurchased part so surrendered, and the Trustee shall authenticate and deliver such new Note or Notes upon receipt of the Note so surrendered or, with respect to a Global Note, the Depository shall make book-entry notations with respect to the principal amount thereof so purchased.

Article 6
COVENANTS OF THE ISSUER

As long as any Notes remain outstanding, the Issuer hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders as follows (unless and for so long as the Issuer and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the outstanding Notes, in which case the following provisions of this Article 6 shall not apply):

6.1

Payment of Principal, Premium, and Interest

	(a)	The Issuer covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, premium, if any, and interest on the Notes in accordance with the terms of each series of Notes, as applicable, and this Indenture. Principal, premium and interest shall be considered paid on the date due if on such date the Trustee holds in accordance with this Indenture money sufficient to pay all principal, premium and interest then due and the Trustee is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

	(b)	Subject to the provisions of any Supplemental Indenture relating to a particular series of Notes or, in the case of the Unit Notes or Coupon Notes, Article 3, the Issuer shall pay interest on overdue principal and premium, if any, at the rate specified in respect of each series of Notes, and it will pay interest on overdue instalments of interest at the same rate to the extent lawful.

6.2

Existence

Subject to Article 10, the Issuer shall, and shall cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership or other legal existence, as applicable, and the corporate, partnership or other legal power, as applicable, of the Issuer and each Restricted Subsidiary; provided that neither the Issuer nor any Restricted Subsidiary will be required to preserve any such corporate, partnership or other legal existence and corporate, partnership or other legal power if the Board of Directors of the Issuer determines that the preservation thereof is no longer desirable in the conduct of the business of the Issuer, and the Restricted Subsidiaries taken as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

6.3

Payment of Taxes and Other Claims

The Issuer shall and shall cause each of the Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge, or cause to be paid and discharged, all Taxes shown to be due and payable on such returns and all other Taxes imposed on them or any of their properties, assets, income or franchises, to the extent such Taxes have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Issuer or any Restricted Subsidiary; provided that neither the Issuer nor any Restricted Subsidiaries need pay any such Taxes or claim if (a) the amount, applicability or validity thereof is contested by the Issuer or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Issuer or a Restricted Subsidiary has established adequate reserves therefor in accordance with IFRS on the books of the Issuer or such Restricted Subsidiary or (b) the non-payment of all such Taxes in the aggregate would not reasonably be expected to have a material adverse effect on the business, affairs or financial condition of the Issuer and the Restricted Subsidiaries taken as a whole.

6.4

Keeping of Books

The Issuer shall keep or cause to be kept, and shall cause each Restricted Subsidiary to keep or cause to be kept proper books of record and account, in which full and correct entries (in all material respects) shall be made of all financial transactions and the property and business of the Issuer and the Restricted Subsidiaries in accordance with IFRS.

6.5

Provision of Reports and Financial Statements

The Issuer will provide to the Trustee, and the Trustee shall deliver to the Holders, the following:

(a)

within 60 days after the end of each quarterly fiscal period in each fiscal year of the Issuer, other than the last quarterly fiscal period of each such fiscal year, copies of:

	(i)	an unaudited consolidated statement of financial position as at the end of such quarterly fiscal period and unaudited consolidated statements of net income and other comprehensive income, cash flows and changes in equity of the Issuer for such quarterly fiscal period and, in the case of the second and third quarters, for the portion of the fiscal year ending with such quarter; and

	(ii)	an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Management’s Discussion and Analysis” prepared by or on behalf of the Issuer under the requirements of National Instrument 51-102 or prepared in accordance with Item 303 of Regulation S-K under the Securities Exchange Act of 1934 of the United States of America, as amended from time to time; and

(b)

within 120 days after the end of each fiscal year of the Issuer, copies of:

	(i)	an audited consolidated statement of financial position of the Issuer as at the end of such year and audited consolidated statements of net income and other comprehensive income, cash flows and changes in equity of the Issuer for such fiscal year, together with a report of the Issuer’s auditors thereon; and

	(ii)	an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Annual Management’s Discussion and Analysis” prepared by or on behalf of the Issuer under the requirements of National Instrument 51-102 or prepared in accordance with Item 303 of Regulation S-K under the Securities Exchange Act of 1934 of the United States of America, as amended from time to time;

		in the case of each of the Sections 6.5(a)(i) and 6.5(b)(i) prepared in accordance with IFRS. The reports referred to in Sections 6.5(a)(i) and 6.5(b)(i) are collectively referred to as the “Financial Reports.”

	(c)	The Issuer will, if requested by the Trustee in writing on or prior to the date on which such Financial Report is delivered to the Trustee, within 15 Business Days after providing to the Trustee any Financial Report, hold a conference call to discuss such Financial Report and the results of operations for the applicable reporting period. The Issuer will also maintain a website to which Holders, prospective investors and securities analysts are given access, on which not later than the date by which the Financial Reports are required to be provided to the trustee pursuant to the immediately preceding paragraph, the Issuer (i) makes available such Financial Reports and (ii) provides details about how to access on a toll-free basis the quarterly conference calls described above.

	(d)	Notwithstanding the foregoing paragraphs, at any time that the Issuer remains a “reporting issuer” (or its equivalent) in any province or territory of Canada, (i) all Financial Reports will be deemed to have been provided to the Trustee and the Holders once filed on SEDAR or any successor system thereto, (ii) the Issuer will not be required to maintain a website on which it makes such Financial Reports available, and (iii) if the Issuer holds a quarterly conference call for its equity holders within 15 Business Days of filing a Financial Report on SEDAR or any successor system thereto, Holders shall be permitted to attend such conference call.

6.6

Designation of Restricted and Unrestricted Subsidiaries

(a)

The Board of Directors of the Issuer may designate any Subsidiary to be an Unrestricted Subsidiary; provided that:

	(i)	any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 6.9;

	(ii)	the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) will, unless it otherwise constitutes a Permitted Investment, be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 6.8;

	(iii)	such Subsidiary does not hold any Liens on any property of the Issuer or any Restricted Subsidiary thereof;

	(iv)	the Subsidiary being so designated:

	(A)	is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests;

	(B)	has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

	(C)	is not a party to any agreement or understanding with the Issuer or any of its Restricted Subsidiaries unless the terms of any such agreement would be permitted under Section 6.13; and

(v)

no Default or Event of Default would be in existence following such designation.

	(b)	Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be ‎evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and ‎an Officers’ Certificate certifying that such designation complied with the preceding conditions and was ‎permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the ‎preceding requirements described in subclauses (i), (ii) or (iii) of clause (a) above, it will thereafter cease to be ‎an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be ‎deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such ‎Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this ‎Indenture, the Issuer will be in default under this Indenture.‎

	(c)	The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a ‎Restricted Subsidiary; provided that:‎

	(i)	such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of ‎the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such ‎designation will only be permitted if such Indebtedness is not prohibited under the covenant ‎described under Section 6.9;

	(ii)	all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of ‎the time of such designation and such designation will only be permitted if such Investments ‎would be permitted under the covenant described above under Section 6.8 provided that such outstanding Investments shall be valued at the lesser of (A) the ‎Fair Market Value of such Investments measured on the date of such designation and (B) the ‎Fair Market Value of such Investments measured at the time each such Investment was made ‎by such Unrestricted Subsidiary;‎

	(iii)	all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such ‎designation would be permitted under Section 6.7; and‎

	(iv)	no Default or Event of Default would be in existence following such designation.‎

(d)

The Board of Directors of the Issuer may not designate any Subsidiary to be an Unrestricted Subsidiary if, following such designation, the Restricted Subsidiaries would make up less than 85% of the Consolidated Net Tangible Assets of the Issuer and its Subsidiaries as of the Issue Date.

6.7

Liens

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, ‎create, Incur, assume or suffer to exist any Lien of any nature whatsoever upon any asset or property now ‎owned or hereafter acquired, except Permitted Liens, unless (in the case of any Lien other than relating to the ‎Collateral) contemporaneously with the Incurrence of such Lien that is not a Permitted Lien, all payments due under this Indenture and the ‎Notes are secured on a pari passu basis with such Lien‎.

6.8

Restricted Payments

(a)

Subject to Section 6.8(b), the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

	(i)	declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger, consolidation or amalgamation of the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (A) payable in Equity Interests (other than Disqualified Stock) of the Issuer or a Restricted Subsidiary or (B) to the Issuer or a Restricted Subsidiary of the Issuer);

	(ii)	purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Issuer held by Persons other than any of the Issuer’s Restricted Subsidiaries; provided, however, that the Issuer may from time to time purchase, redeem or otherwise acquire or retire for value Equity Interests of the Issuer that are required or permitted by a Taxing Authority or other governmental or licensing authority;

	(iii)	make any payment on or with respect to, or convert, purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness or unsecured Indebtedness (other than intercompany Indebtedness permitted under Section 6.9(b)(ix)), except: (A) a payment of scheduled interest or payment of principal at the Stated Maturity thereof or (B) the conversion, purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

	(iv)	make any Restricted Investment;

(all such payments and other actions set forth in Sections 6.8(a)(i) through 6.8(a)(iv) above are collectively referred to as “Restricted Payments”).

(b)

Section 6.8(a) will not prohibit, so long as, in the case of Sections 6.8(b)(i,), 6.8(b)(iii), 6.8(b)(vii), 6.8(b)(viii), 6.8(b)(xii), and 6.8(b)(xiii), no Event of Default has occurred and is continuing or would be caused thereby:

	(i)	the payment of any dividend or similar distribution by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;

	(ii)	the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an Unrestricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock), including cash proceeds received from an exercise or warrants or options, or from the substantially concurrent contribution (other than by a Subsidiary of the Issuer) of capital to the Issuer in respect of its Equity Interests (other than Disqualified Stock);

	(iii)	the defeasance, redemption, repurchase, retirement or other acquisition of Subordinated Indebtedness with the net cash proceeds from a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

	(iv)	Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests (other than Disqualified Stock) of the Issuer;

	(v)	the repurchase, redemption or other acquisition or retirement of Equity Interests deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Equity Interests represent a portion of the exercise or exchange price of those stock options, warrants or other similar rights;

	(vi)	payments made to Bridging upon the repurchase, redemption or other acquisition for retirement of Notes in satisfaction of its obligations under the Bridging Put Agreement;

	(vii)	the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer held by any current or former officer, director or employee (or any of their respective heirs or estates or permitted transferees) of the Issuer or any Restricted Subsidiary of the Issuer pursuant to any employee equity subscription agreement, stock option agreement, stock matching program, stockholders’ agreement or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $20 million (with unused amounts in any calendar year being carried over to the next succeeding calendar year only);

	(viii)	dividends on Disqualified Stock issued in compliance with Section 6.9 to the extent such dividends are included in the definition of Consolidated Fixed Charges with respect to the Issuer;

	(ix)	the payment of cash in lieu of fractional Equity Interests in connection with stock dividends, splits or business combinations or the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer or any of its Restricted Subsidiaries that are not derivative securities;

	(x)	payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of assets that complies with the provisions of Section 10.1;

	(xi)	the repurchase, redemption or other acquisition or retirement for value of any Indebtedness pursuant to provisions in documentation governing such Indebtedness similar to those described in Section 6.15 or Section 6.16, provided that, prior to such repurchase, redemption or other acquisition or retirement, the Issuer (or a third party to the extent permitted by this Indenture) shall have made a Change of Control Offer or Asset Sale Offer with respect to the Notes and shall have repurchased all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;

	(xii)	dividends or distributions or other Restricted Payments, directly or indirectly from the Issuer or any Subsidiary to its direct or indirect parent, and from the Issuer or a Restricted Subsidiary to its direct or indirect parents, in an amount sufficient to permit the Issuer or any Restricted Subsidiary to pay Tax Distributions; and

	(xiii)	Restricted Payments not otherwise permitted under items (i) through (xii) above in an aggregate amount at any one time outstanding not to exceed the greater of (A) $60 million and (B) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Restricted Payment is made.

	(c)	In determining whether any Restricted Payment (or a portion thereof) is permitted by the foregoing paragraphs (a) or (b) of this Section 6.8, the Issuer may allocate or reallocate all or any portion of such Restricted Payment among the clauses of paragraph (a) or (b) of this Section 6.8, provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated portions thereof, would not be prohibited under the various provisions of the foregoing covenant.

	(d)	The amount of all Restricted Payments will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities (other than cash or Cash Equivalents) that are required to be valued by this covenant will be determined, in the case of amounts under $50 million, pursuant to an Officers’ Certificate delivered to the Trustee and, in the case of amounts over $50 million, by the Board of Directors of the Issuer, whose determination shall be evidenced by a Board Resolution that will be delivered to the Trustee.

6.9

Incurrence of Indebtedness

(a)

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt); provided, however, that the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt) if all of the below are satisfied:

	(i)	if the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0:1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period;

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TRUST INDENTURE DATED AS OF THE 20TH DAY OF DECEMBER, 2019 BETWEEN HARVEST HEALTH & RECREATION INC., AS ISSUER AND ODYSSEY TRUST COMPANY, AS TRUSTEE PROVIDING FOR THE ISSUE OF NOTES