UNIT SUBSCRIPTION AGREEMENT TO: FROM: RE: The Green Organic Dutchman Holdings Ltd. (the Issuer ) (Subscriber Name) Purchase of Units of the Issuer of the Issuer at CAD$1.65 Per Unit REFERENCE DATE: October 20, 2017 THIS DOCUMENT CONTAINS A NUMBER OF FORMS REQUIRED BY SECURITIES LEGISLATION AND POLICY, SOME OF WHICH YOU MUST COMPLETE AND OTHERS NOT DEPENDING ON SEVERAL FACTORS. PLEASE READ THE FOLLOWING GUIDE CAREFULLY AS IT WILL ASSIST YOU IN COMPLETING THIS SUBSCRIPTION AGREEMENT CORRECTLY. STEP 1 STEP 2 STEP 3 STEP 4 ALL PURCHASERS: Enter the number of Units you are purchasing, and your name, address, telephone number and email address and sign this document on the execution page on 3. ALL PURCHASERS: Please complete the Registration and Delivery Instructions on page 4 if your Units are to be registered or delivered differently from your name and address on page 3. ALL PURCHASERS: Please complete and sign the Accession to the Shareholders Agreement attached as Schedule A hereto; ALL ACCREDITED INVESTORS WHO ARE INDIVIDUALS (I.E. NATURAL PERSONS): If you reside in Canada, the U.S. or an International Jurisdiction and are an Accredited Investor as defined in National Instrument 45-106 or Securities Act (Ontario) (generally a high net worth or high income investor) who is an individual, you must complete also and sign Schedule B and Schedule C. ALL ACCREDITED INVESTORS WHO ARE CORPORATIONS, PARTNERSHIPS OR OTHER ENTITIES: If you reside in Canada, the U.S. or an International Jurisdiction and are an Accredited Investor as defined in National Instrument 45-106 or Securities Act (Ontario) (generally a high net worth or high income investor) who is a corporation, partnership or other entity you must complete and sign Schedule D. FRIENDS AND FAMILY (CANADA AND INTERNATIONAL ONLY): Subscribers resident in Canada or an International Jurisdiction who are officers, directors, employees, family, close friends or business associates thereof, must complete and sign Schedule F. FRIENDS AND FAMILY (ONTARIO ONLY): Subscribers resident in Ontario who are officers, directors, employees, family, close friends or business associates thereof, must complete and sign Schedule F and Schedule G.
- 2 - SUBSCRIPTION AND SUBSCRIBER INFORMATION Full legal name of Subscriber (including middle name(s), for individuals): Number of Units: x $1.65 Account Reference (if applicable): Aggregate Subscription Price: $ By: (Signature of Subscriber or Authorized Signatory) (Official Capacity or Title if the Subscriber is not an individual) Complete the following if purchasing as agent or trustee for a principal, unless purchasing as trustee or agent for a fully managed account pursuant to paragraphs (d) of the categories of accredited investor set out in Schedule D. (Name of individual whose signature appears above if different than the name of the subscriber printed above.) (Subscriber s Address, including Province/State and Postal/Zip Code) (Name of Beneficial Owner) (Address of Beneficial Owner) Account Reference (if applicable) (Telephone Number) (Email Address) (Telephone number of Beneficial Owner) REGISTRATION INSTRUCTIONS AS SET FORTH BELOW: DELIVERY INSTRUCTIONS AS SET FORTH BELOW: (Name) (Name) (Account Reference, if applicable) (Account Reference, if applicable) (Address) (Address) (Address, cont.) (Address, cont.) (Contact Name) (Telephone Number)
- 3 - ACCEPTANCE The Issuer hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement. DATED as of the day of, 2017. THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD. Per: Authorized Signing Officer
- 4 - Please email completed subscription agreements and all attached forms to: invest@tgod.ca. Certified cheques or bank drafts for the subscription funds are to be made payable to McMillan LLP in Trust may be delivered to: The Green Organic Dutchman Holdings Ltd. c/o McMillan LLP 1500-1055 West Georgia Street Vancouver, British Columbia V6E 4N7 Attn: Barbara Collins Funds may also be wired to DO NOT DIRECTLY DEPOSIT CHEQUES OR BANK DRAFTS INTO THE BELOW ACCOUNTS WIRE TRANSFERS ONLY: For all incoming wires that are being sent in CANADIAN funds: Bank Name: Bank Address: Bank No. 001 Transit No. 00040 Account No. 1804-769 Swift Code: BOFMCAM2 BMO Bank of Montreal First Bank Tower, 595 Burrard St., Vancouver, BC V7X 1L7 Account Name: McMillan LLP, In Trust Address: 1500 Royal Centre, 1055 West Georgia Street, Vancouver, BC V6E 4N7 Please include the following details for all wire transfers TGOD-Attn: B. Collins Subscriber Name: If sending US funds from the USA or overseas (US FUNDS) (which will be converted to Canadian funds once they reach Canada, the funds must be routed through the following bank first and then through BMO: Correspondent (intermediary) Bank Name: Bank Address: Bank No. 001 Transit No. 00040 Account No. 4658-284 Swift Code: BOFMCAM2 BMO Bank of Montreal First Bank Tower, 595 Burrard St., Vancouver, BC V7X 1L7 Account Name: McMillan LLP, In Trust Address: 1500 Royal Centre, 1055 West Georgia Street, Vancouver, BC V6E 4N7 Correspondent (Intermediary) Bank: Wells Fargo Bank NA Swift Code: PNBPUS3NNYC Fedwire ABA#: 026005092
SCHEDULE A ACCESSION TO SHAREHOLDERS AGREEMENT TO: The Green Organic Dutchman Holdings Ltd. and its Shareholders WHEREAS the shareholders of The Green Organic Dutchman Holdings Ltd. (the Company ) and the Company have entered into a shareholders agreement dated as of November 24, 2016 (the Agreement ), a copy of which has been provided to the undersigned. AND WHEREAS the undersigned will acquire common shares in the capital of the Company ( Common Shares ) underlying the following units of the Company ( Units ), each unit being comprised of one Common Share and one-half of one purchase warrant, each whole warrant exercisable for one Common Share, pursuant to the terms of a certain subscription agreement between the undersigned and the Company (the Acquisition ) conditional upon adopting the Agreement and agreeing to become a party to it: Name of Holder No. of Units NOW THEREFORE, in consideration of the Acquisition and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that: (a) (b) (c) (d) (e) All of the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Accession forms part of the Agreement. The undersigned acknowledges having received a copy of the Agreement and having read the Agreement in its entirety. The undersigned acknowledges having received the opportunity to obtain independent legal advice in respect hereof. The Acquisition has been made in accordance with the Agreement. The terms and conditions of the Agreement shall be binding upon the undersigned as a Shareholder and such terms and conditions shall enure to the benefit of and be binding upon the undersigned s heirs, executors, administrators, legal and personal representatives, successors and permitted assigns. For the purpose of giving notice pursuant to the Agreement, the address of the undersigned is: IN WITNESS WHEREOF the undersigned has executed this Accession Agreement the day of,. Signature: Name: By: Title: (for Corporations, Partnerships and Other Entities)
W A R N I N G SCHEDULE K FORM 45-106F4 I acknowledge that this is a risky investment. Risk Acknowledgement I am investing entirely at my own risk. No securities regulatory authority has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum. I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities. I could lose all the money I invest. I am investing $ [total consideration] in total; this includes any amount I am obliged to pay in future. [name of issuer] will pay $ [amount of fee or commission] of this to [name of person selling the securities] as a fee or commission. I acknowledge that this is a risky investment and that I could lose all the money I invest. Date Signature of Purchaser Sign two copies of this document. Keep one copy for your records. Print name of Purchaser You have 2 business days to cancel your purchase To do so, send a notice to The Green Organic Dutchman Holdings Ltd. stating that you want to cancel your purchase. You must send the notice before midnight on the 2nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email to The Green Organic Dutchman Holdings ltd. Keep a copy of the notice for your records. You are buying Exempt Market Securities The Green Organic Dutchman Holdings Ltd. P.O. Box 81025 Fiddlers Green Ancaster, Ontario L9G 4X1 Attn: Brett Allan Email: info@tgod.ca Phone: 905-304-4201 They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and