EXHIBIT 10.1

LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT

This LIMITED WAIVER AND AMENDMENT TO LOAN AGREEMENT, dated as of December 12, 2022 (this “Agreement”), is made by and among BODY AND MIND, INC., a Nevada corporation (the “Borrower”), DEP Nevada, Inc., a Nevada corporation (“Holdings”), the other Guarantors set forth on the signature pages affixed hereto (together with Holdings, each a “Guarantor” and together with the Borrower, the “Loan Parties”), FG AGENCY LENDING LLC, a Delaware limited liability company (the “Agent”), and BOMIND HOLDINGS LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”). Capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Loan Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Loan Parties, the Agent and the Lender from time-to-time party thereto are parties to that certain Loan Agreement dated as of July 19, 2021 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”);

WHEREAS, an Event of Default as a result of (i) the Loan Parties’ failure to deliver to Agent the audited annual financial statements of the Borrower and its Subsidiaries for the Fiscal Year ending July 31, 2022, on or before ninety (90) days after the end of such Fiscal Year in accordance with Section 7.2(c) of the Loan Agreement, has occurred and is continuing (the “First Specified Default”) and (ii) the Agent being informed that the Loan Parties anticipate that it will fail to deliver the quarterly financial statements of the Borrower and its Subsidiaries for the fiscal quarter ending October 31, 2022, in form and substance acceptable to Agent, on or before forty- five (45) days after the end of such fiscal quarter, in accordance with Section 7.2(b) (the “Second Specified Default”, and together with the First Specified Default, the “Specified Defaults”); and

WHEREAS, the Loan Parties have requested that the Agent and the Lender waive the Specified Default and, subject to the terms and conditions of this Waiver, the Agent and the Lender are willing to waive the Specified Default on a limited basis.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Limited Waiver.

a. Effective as of the Waiver Effective Date (as defined herein), upon satisfaction of the conditions precedent set forth in Section 3 hereof, the Agent and the Lender each hereby waive the Specified Defaults on a limited one-time basis subject to the terms and conditions hereof and solely until, (i) with respect to the First Specified Default, 5:00 PM EST on December 30, 2022, and (ii) with respect to the Second Specified Default, 5:00 PM EST on January 13, 2023 (the “Waiver Period”); provided that if the Loan Parties do not deliver each of the Amended Deliverables (as hereinafter defined) on or before expiration of their respective Waiver Period; this waiver shall no longer be of any effect, and the Lenders shall be entitled to enforce all remedies set forth in the Loan Agreement as of the date each Specified Default first occurred, including but not limited to imposition of default interest retroactively to the date of such Specified Default. For the avoidance of doubt, the failure to timely deliver such Amended Deliverables shall immediately result in an Event of Default and shall not be subject to any cure period.

b. The waiver contained in this Section 1 is limited waiver which shall only apply during the Waiver Period and (i) shall not constitute nor be deemed to constitute a waiver of (x) any Default or Event of Default other than the Specified Default whether or not known to the Agent or any Lender and whether or not existing on the date of this Agreement, or (y) any term or condition of the Loan Agreement or any other Loan Documents, (ii) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other than as expressly stated herein, and (iii) shall not constitute a course of dealing among the parties hereto.

2. Amendment to Loan Agreement.

a. Section 7.2(b) is amended to provide as follows:

“Quarterly Financial Statements. As soon as available and in any event (i) for the fiscal quarter ending October 31, 2022, on or before 5:00PM EST on January 13, 2023, (the “Second Amended Deliverables”) and (ii) for each fiscal quarter thereafter, within forty-five (45) days after the end of each fiscal quarter of the Loan Parties commencing with the first fiscal quarter ending after the Closing Date, balance sheets (which are to be consolidated, if applicable), statements of operations and retained earnings and statements of cash flows of Borrower and its Subsidiaries as at the end of such quarter, and for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year and (B) the Projections, all in reasonable detail and certified by the Chief Financial Officer of Borrower as fairly presenting, in all material respects, the financial position of the Loan Parties as of the end of such quarter and the results of operations and cash flows of the Loan Parties for such quarter and for such year-to-date period, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of Borrower and its Subsidiaries furnished to the Lenders, subject to the absence of footnotes and normal year-end adjustments;”

b. Section 7.2(c) is amended to provide as follows:

“Annual Financial Statements. As soon as available, and in any event (i) for the Fiscal Year ending July 31, 2022, on or before 5:00 PM EST on December 30, 2022, (the “First Amended Deliverables”, and together with the Second Amended Deliverables, the “Amended Deliverables”), and (ii) for each Fiscal Year thereafter, within ninety (90) days after the end of such Fiscal Year, balance sheets (which are to be consolidated, if applicable), statements of operations and retained earnings and statements of cash flows of the Loan Parties and each of their Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in (A) the financial statements for the immediately preceding Fiscal Year, and (B) the Projections, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by Borrower and satisfactory to the Agent (which opinion shall be without (1) a “going concern” or like qualification or exception or (2) any qualification or exception as to the scope of such audit), together with a certification by the Chief Financial Officer of Borrower that in its review of the financial statements, it has not obtained any knowledge of the existence of an Event of Default or a Default and if it has obtained any knowledge of the existence of an Event of Default or such Default, describing the nature thereof;”

c. A new Section 8.23 is added as follows:

“Consulting Agreement. Enter into any consulting agreement, management agreement, or other similar arrangement with Bengal Impact Partners, LLC, or any of its Affiliates (“Bengal”) without the prior written consent of the Agent, other than the consulting agreement entered into by Borrower and Bengal, in form and substance satisfactory to Agent (the “Bengal Consulting Agreement”), so long as no Loan Party makes any payment on the obligations owed thereunder in excess of $240,000 (including payment in the form of equity interests) in any Fiscal Year, or $60,000 in cash in any Fiscal Year, and”

d. A new Section 8.24 is added as follows:

“Limited Waiver Fee. For the period commencing January 13, 2023, until and including the 6-month anniversary thereafter, on each monthly anniversary, the Loan Parties shall pay to the Agent, a fully earned and nonrefundable waiver fee of $10,000 (the “Limited Waiver Monthly Fee”).”

e. Section 9.1(c) is amended to read as follows:

“Other Payment Failure. (i) Borrower shall fail to pay the premium required for a Change of Control (that is not a Permitted Change of Control) pursuant to Section 3.2(c)(ii) hereof within ten (10) days after Agent provides written notice of its election to receive payment; (ii) Borrower shall fail to pay any other amounts owed or due under the Term Loan or this Agreement or any other Loan Document, when the same becomes due and payable, and such failure to pay shall remain unremedied for fifteen (15) days thereafter; or (iii) the Loan Parties shall fail to pay the Limited Waiver Monthly Fee when due, as required pursuant to Section 8.24; or

f. A new Section 9.1(r) is added as follows:

“Delisting from Stock Exchange. The occurrence of the shares of Borrower’s stock being delisted from any exchange or market because of any Loan Party’s failure to comply with continued listing standards thereof or due to a voluntary delisting which results in such shares not being listed on such exchange or market without the prior written consent of the Agent.”

3. Conditions Precedent to Effectiveness. This Agreement shall become effective on the date (the “Waiver Effective Date”) on which the Agent shall have received, each item in this Section 3:

a. one or more counterparts of this Agreement in form and substance satisfactory to the Agent, duly executed and delivered by the Loan Parties, the Agent and the Lender;

b. a fully earned and nonrefundable waiver fee of $35,000 US Dollars shall be paid to the Agent on or before the Waiver Effective Date; and

c. payment of all reasonable and documented out-of-pocket costs, fees and expenses of the Agent and the Lender in connection with this Agreement, pursuant to Section 11.5 of the Loan Agreement, to the extent invoiced prior to the date hereof.

4. General Release.

a. In consideration of, among other things, the Agent and the Lenders’ execution and delivery of this Agreement, each the Loan Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agree and covenant not to sue or prosecute against any Releasee (as hereinafter defined) and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Lenders in any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Waiver Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents or transactions contemplated thereby or any actions or omissions in connection therewith, or (ii) any aspect of the dealings or relationships between or among Borrower and the Guarantors, on the one hand, and any or all of the Lenders, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Borrower or any other Loan Party of any loans or other financial accommodations made by any Lender after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such Loans or other financial accommodations. In entering into this Agreement, Borrower and each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Agreement, the Loan Agreement, the other Loan Documents and payment in full of the Obligations.

b. Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower or any other Loan Party.

5. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents other than the Specified Defaults or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as consented to hereby, the Loan Agreement and the other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as modified hereby. This Agreement shall constitute a Loan Document.

6. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

7. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Loan Parties may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent.

8. Incorporation by Reference. The terms of the Loan Agreement with respect to Sections 11.3 (Notices), 11.5 (Costs and Expenses), 11.6 (Indemnification), 11.12 (Governing Law), 11.13 (Submission to Jurisdiction, Waivers), and 11.14 (Waiver of Defense of Illegality) are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Waiver as of the date set forth above.

[Signature Page to Limited Waiver]

[Signature Page to Limited Waiver]

EXHIBIT 10.2

CONSENT AND AMENDMENT TO LOAN AGREEMENT

This CONSENT AND AMENDMENT TO LOAN AGREEMENT (this “Agreement”), dated as of December 16, 2022, is made by and among Body and Mind, Inc., a Nevada corporation (the “Company”), FG Agency Lending LLC, a Delaware limited liability company (the “Agent”) and the lenders party thereto (each a “Lender” and collectively, the “Lenders”).

W I T N E S S E T H:

WHEREAS, the Company, the Agent and the Lenders from time to time party thereto are parties to that certain Loan Agreement, dated as of July 19, 2021, as amended by that certain Amendment No. 1 to the Loan Agreement, dated November 30, 2021, and that certain Amendment No. 2 to Loan Agreement, dated June 14, 2022, (collectively, the “Loan Agreement”), by and among the Company, and the Agent. Capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement.

WHEREAS, pursuant to Section 8.5 of the Loan Agreement, neither the Company nor its Subsidiaries is permitted to effect any Acquisition or merger without the prior written consent of the Agent;

WHEREAS, pursuant to Section 8.2 of the Loan Agreement, neither the Company nor its Subsidiaries is permitted to incur indebtedness without the prior written consent of the Agent;

WHEREAS, the Company has advised Agent of its desire to enter into that certain Agreement and Plan of Merger, substantially in the form attached hereto as Exhibit A, subject to such changes thereto as are acceptable to Agent (the “Merger Agreement”), by and among the Company, DEP Nevada, Inc., BaM Body and Mind Dispensary NJ, Inc. (the “Merger Sub”), CraftedPlants NJ Corp. (“Craft”), and the Sellers party thereto. Upon the consummation of the transactions contemplated under the Merger Agreement (the “Merger”), Merger Sub will be merged with and into Craft with Craft surviving as a wholly owned subsidiary of the Company;

WHEREAS, the Company has advised Agent of its desire to enter into that certain Securities Purchase Agreements, substantially in the form attached hereto as Exhibit B, subject to such changes thereto as are acceptable to Agent (the “SPA”), by and among the Company, and the purchasers party thereto;

WHEREAS, the Company has requested that, notwithstanding the terms of the Loan Agreement to the contrary, Agent and Lenders consent to the Company entering into the Merger Agreement and the consummation of the transactions thereby;

NOW, THEREFORE, for and in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties mutually agree as follows:

1. Consent. Subject to the terms and conditions set forth herein, Agent and the Lenders hereby consent to:

(a) the Company entering into the Merger Agreement; the consummation of the Merger, and all other transactions provided for under the Merger Agreement; provided that the Merger Agreement, and any related documents shall not be amended or modified in any way without Agent’s prior written consent.

(b) the Company entering into the SPA, and all other transactions provided for under the SPA. Notwithstanding the foregoing, the Company expressly acknowledges, confirms and agrees that the SPA, and any related documents shall not be amended or modified in any way without Agent’s prior written consent.

2. Amendment. The Schedules to the Loan Agreement are each replaced in their entirety with the revised corresponding schedules and provided to the agent. Such updated Schedules to the Loan Agreement are to include a complete capital table, which shall be updated in accordance with Section 7.2(d) of the Loan Agreement.

In addition to the foregoing, the Company hereby acknowledges and agrees:

(a) (i) Agent and Lenders will not provide any financing necessary to consummate the Merger and (ii) nothing contained herein is or shall be construed to be an expression of interest or a commitment on the part of Agent or any Lender to provide any working capital financing to the Company, the Merger Sub, Craft, or any of their respective Subsidiaries.

(b) The failure of the Company to promptly provide Agent and the Lenders with such information related to the Merger as Agent and the Lenders may reasonably request from time to time as Agent and the Lenders deem necessary shall constitute an immediate Event of Default under the Loan Documents without any cure period.

(c) Simultaneously with the consummation of the Merger, the Loan Parties shall deliver to the Agent (1) a Joinder Agreement, pursuant to which any newly acquired or formed entity that is a Subsidiary of a Loan Party relating to the Merger (including for the avoidance of doubt, Craft) shall be made a party to the Loan Agreement, the Pledge Agreement and Security Agreement as a Borrower or a grantor, as applicable (including providing supplements to the Schedules hereto); (2) supplements to each of the Security Agreement and the Pledge Agreement together with (A) certificates evidencing all of the equity interests of any Person owned by such Subsidiary required to be pledged under the terms of the Pledge Agreement and (B) undated stock powers for such equity interests executed in blank; (4) Omnibus Collateral Assignments in favor of Agent for any agreement as set forth in Section 7.11(c) below of such Subsidiary (including any consents required for the foregoing); (5) a joinder to the Intercompany Subordinated Note, pursuant to which such Subsidiary shall be made a party to the Intercompany Subordinated Note as an Affiliated Obligor (as defined therein) thereunder and (6) such other agreements, instruments, approvals or other documents reasonably requested by the Agent in order to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all Property and assets of such Subsidiary shall become Collateral for the Obligations to the same extent that Property of the Borrower being parties to the Loan Documents at the Closing Date is required to be such Collateral.

(d) The consent contained herein is a limited consent and (i) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other than as expressly stated herein, and (ii) shall not constitute a course of dealing among the parties hereto.

3. Conditions to Effectiveness. The consent set forth in this agreement shall not be effective until:

(a) The Company has received prior written consent from Agent, of the final version of the Merger Agreement, and any related documents attached hereto as Exhibit A.

(b) The Company has provided updated Schedules to the Loan Agreement and provided to the lender.

(c) The Company has provided evidence in form and satisfaction to Agent of their receipt of at least Three Million Dollars ($3,000,000) in cash proceeds, pursuant to the SPA.

(d) Payment of all reasonable fees, costs and expenses incurred by Agent and Lenders in connection with the preparation, execution and delivery of this Amendment.

4. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents other than the defaults specified herein or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as consented to hereby, the Loan Agreement and the other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Loan Agreement shall be deemed to be references to the Loan Agreement as modified hereby. This Agreement shall constitute a Loan Document.

5. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

[Signature Page Follows]

EXHIBIT A

[Merger Agreement to be attached]

EXHIBIT B

[SPA to be attached]

EXHIBIT 10.3

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 19, 2022, by and between Body and Mind Inc., a Nevada corporation (the “Company”) with its principal executive offices situated at 750 -1095 West Pender Street, Vancouver, British Columbia, Canada V6E 2M6, and [●] (the “Purchaser”) a Delaware limited partnership with its principal executive offices situated at [●].

RECITALS

A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506(b) of Regulation D under Section 4(a)(2) of the Securities Act of 1933, as amended (the “U.S. Securities Act”) promulgated by the United States Securities and Exchange Commission (“SEC”) under the U.S. Securities Act;

B. Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, upon the terms and conditions set forth in this Agreement, an 8% Convertible Debenture of the Company, in the aggregate principal amount of US$[●], substantially in the form attached hereto as Exhibit A (the “Debenture”), convertible into shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Debenture;

C. The Company wishes to issue warrants to purchase [●] shares of Common, substantially in the form attached hereto as Exhibit B, (the “Warrants”) to the Purchaser as additional consideration for the purchase of the Debenture; and

D. As further additional consideration for the purchase of the Debenture, the Company wishes to enter into that certain Registration Rights Agreement with the Purchaser, of even date herewith (substantially in the form attached hereto as Exhibit C, the “RRA”).

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

(1) “8-K Filing” shall have the meaning ascribed to such term in Section 5.1(43).

(2) “Agreement” means this subscription agreement (including any Schedules hereto) and any instrument amending this Agreement; “hereof”, “hereto”, “hereunder”, “herein” and similar expressions mean and refer to this Agreement and not to a particular Article or Section; and the expression “Article” or “Section” followed by a number means and refers to the specified Article or Section of this Agreement.

(3) “Audited Financial Statements” shall have the meaning ascribed to such term in Section 5.1(10).

(4) “Board” shall mean the Board of Directors of the Company.

(5) “Business Day” means a day other than a Saturday, Sunday, or any day on which banking institutions in the State of Nevada or the Province of British Columbia are authorized or required by law or other governmental action to close.

(6) “CDS” means CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., as nominee for certain Canadian brokerage firms).

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(7) “Closing” shall have the meaning ascribed to such term in Section 4.1.

(8) “Closing Date” shall have the meaning ascribed to such term in Section 4.1.

(9) “Common Stock“ shall have the meaning ascribed to such term in the preamble hereto.

(10) “Conversion Price” shall have the meaning ascribed to such term in Section 3.2(2).

(11) “Conversion Shares” means those shares of Common Stock issued to a holder of the Debenture upon conversion of a Debenture in accordance with the terms and conditions of the Debenture.

(12) “Company” means Body and Mind Inc. and its subsidiaries, and includes any successor corporation to or of the Company.

(13) “Company Permits” shall have the meaning ascribed to such term in Section 5.1(24).

(14) “Covered Persons” means those persons specified in Rule 506(d)(1) under the U.S. Securities Act, including the Company; any predecessor or affiliate of the Company; any director or executive officer of the Company; any beneficial owner of twenty percent (20%) or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Debenture; and any Solicitor, any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

(15) “CSE” means the Canadian Securities Exchange.

(16) “Debenture” shall have the meaning ascribed to such term in the preamble hereto.

(17) “Debenture Certificate” shall have the meaning ascribed to such term in Section 4.2(2).

(18) “Debentures” shall have the meaning ascribed to such term in Section 3.2(1).

(19) ”Disqualification Events” means the “bad actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the U.S. Securities Act.

(20) “DTC” means the Depository Trust Company.

(21) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor thereto.

(22) “Event of Default” shall have the meaning ascribed to such term in Section 6.1.

(23) “FG Agency” shall have the meaning ascribed to such term in Section 3.2(1).

(24) “Financial Statements” shall have the meaning ascribed to such term in Section 5.1(10).

(25) “Intellectual Property” shall have the meaning ascribed to such term in Section 5.1(23).

(26) “Inter-Creditor Agreement” shall have the meaning ascribed to such term in Section 3.2(4).

(27) “Interim Financial Statements” shall have the meaning ascribed to such term in Section 5.1(10).

(28) “Legal Counsel Opinion” shall have the meaning ascribed to such term in Section 5.1(43).

(29) “Loan Agreement” shall have the meaning ascribed to such term in Section 3.2(1).

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(30) “Material Adverse Effect” shall have the meaning ascribed to such term in Section 5.1(3).

(31) “Maximum Rate” shall have the meaning ascribed to such term in Section 5.1(36).

(32) “NI 45-102” means National Instrument 45-102 Resale of Securities of the Canadian Securities Administrators promulgated under the securities legislation of each of the provinces and territories of Canada.

(33) “Offering” shall have the meaning ascribed to such term in Section 3.2(1).

(34) “Parties” means the Company and the Purchaser.

(35) “person” means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, limited partnership, general partnership, sole proprietorship, syndicate, joint venture, trustee, trust, joint stock company, bank, syndicate, trust company, federal, provincial, territorial, municipal or other governmental authority, department, board or agency having or claiming jurisdiction, unincorporated organization or association, and pronouns have a similar extended meaning.

(36) “Principal Markets” shall have the meaning ascribed to such term in Section 5.1(28).

(37) “Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(38) “Public Information Failure” shall have the meaning ascribed to such term in Section 5.1(41).

(39) “Public Information Failure Payments” shall have the meaning ascribed to such term in Section 5.1(41).

(40) “Public Record” means all information (a) filed by or on behalf of the Company with the Canadian securities regulators and accessible at the Company’s profile as filed on SEDAR (www.sedar.com) since August 1, 2020 and (b) with the SEC and accessible at the Company’s profile as filed on EDGAR (www.edgar.gov) since August 1, 2020 in compliance, or intended compliance, with the obligations imposed on the Company under the Exchange Act.

(41) “Purchase Price” shall have the meaning ascribed to such term in Section 3.1.

(42) “Purchaser” means the purchaser of the Debenture as set out on the face page of this Agreement and includes, as applicable, such beneficial person(s) on whose behalf the Purchaser is contracting hereunder.

(43) “Registrable Securities” means, as of any date of determination, (a) all of the Conversion Shares then issued and issuable upon conversion in full of the Debenture (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional Common Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (in each case, without giving effect to any limitations on exercise set forth in the Warrants), and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the U.S. Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) such Registrable Securities have been sold in accordance with Rule 144 under the U.S. Securities Act and the Company has delivered certificates or other instruments representing such securities that no longer bear a legend and/or for which the Company’s transfer agent has not instituted a stop order restricting further transfer, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 under the U.S. Securities Act as set forth in a written opinion letter of legal counsel recognized standing to such effect, addressed, delivered and reasonably acceptable to the Company’s transfer agent and the affected Holders (assuming that such securities and any securities issuable upon exercise or conversion of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company).

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(44) “Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 3.4 which shall be in Form S-1 under the U.S. Securities Act (or such other form as may then be available to the Company) including the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

(45) “Regulation D” means Regulation D promulgated under the U.S. Securities Act.

(46) “Regulation S” means Regulation S promulgated under the U.S. Securities Act.

(47) “Schedules” means the schedules attached hereto and forming an integral part hereof.

(48) “SEC” shall have the meaning ascribed to such term in the preamble hereto.

(49) “SEC Documents” shall have the meaning ascribed to such term in Section 5.1(9).

(50) “Securities” means the Debenture and the Warrants, as well as the Conversion Shares and Warrant Shares.

(51) “Securities Laws” means the federal securities laws and regulations of the Unites States, the securities laws of any state of the United States, the securities laws, regulations, rules, rulings and orders in each of the provinces and territories of Canada, and the applicable policy statements issued by the securities regulators in each of the provinces and territories of Canada, having application over this Offering and the Company including those laws in the jurisdiction in which the Purchaser is ordinarily resident.

(52) ”Solicitor” means any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Securities.

(53) “Subsidiaries” means and direct and indirect subsidiaries of the Company set forth in Schedule “B”.

(54) “Transaction Documents” means, collectively, this Agreement, the Debenture Certificate, the Warrant Certificate, and the RRA.

(55) ”United States” or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

(56) “U.S. Person” means a “U.S. person” as defined in Rule 902(k) of Regulation S (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act., unless it is organized, or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person).

(57) “U.S. Securities Act” shall have the meaning ascribed to such term in the preamble hereto.

(58) “Warrants” shall have the meaning ascribed to such term in the preamble hereto.

(59) ”Warrant Share” or “Warrant Shares” means the Common Stock to be issued on the due exercise of the Warrants.

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1.2 Gender and Number. Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and the neutral gender.

1.3 Currency. Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, are expressed in United States dollars.

1.4 Subdivisions and Headings. The division of this Agreement into articles, sections, Schedules and other subdivisions, and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an article, section, subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or Schedule of this Agreement.

EXHIBIT 10.4

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 20, 2023.

THE SECURITIES REPRESENTED HEREBY AND ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN 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.  THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

BODY AND MIND INC. (the “Borrower”), for value received, hereby acknowledges itself indebted and promises to pay to [●] (hereinafter referred to as the “Lender”), the principal amount of US$[●] (the “Principal Amount”) in lawful money of the United States in the manner hereinafter provided at the address of the Lender set forth in Section 7.2 of Schedule A hereto, or at such other place or places as the Lender may designate by notice in writing to the Borrower, on the date that is five years from the date of issuance of this Debenture (the “Maturity Date”), and to pay interest on the Principal Amount outstanding from time to time owing hereunder to the date of payment as hereinafter provided.

The Lender has the right, from time to time and at any time prior to 4:00 p.m. (New York Time) on the Business Day (as defined herein) immediately preceding the Maturity Date to convert all or any portion of the outstanding Principal Amount and/or any accrued interest into Common Stock (as defined herein), at a price, with respect to the Principal Amount and any accrued interest, equal to the Conversion Price (as defined herein), subject to adjustment in certain events. Interest shall accrue monthly, compound annually, and shall be payable on the Maturity Date of the Debenture.

Unless the Lender exercises the conversion rights attached to this Debenture, the Principal Amount owing, or the portion of the Principal Amount which has yet to be converted, together with any amounts now or hereafter payable hereunder including accrued and unpaid interest (collectively, the “Obligations”) shall be due and payable on the Maturity Date in accordance with the terms hereof. This Debenture is issued subject to the terms and conditions appended hereto as Schedule A.

(See terms and conditions attached hereto)

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IN WITNESS WHEREOF, the Borrower has caused this Debenture to be executed by a duly authorized officer.

DATED for reference this 19^th day of December, 2022.

	BODY AND MIND INC.
	Per:
		Authorized Signatory

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Schedule A

TERMS AND CONDITIONS OF UNSECURED CONVERTIBLE DEBENTURE

ARTICLE I

INTERPRETATION

Section 1.1 Definitions

In this Debenture, the following terms shall have the following meanings:

“Applicable Securities Laws” means the Securities Act (British Columbia) and the securities laws of any other province, state or territory of Canada and the United States, if applicable, and the rules, regulations and policies of any securities regulatory authority administering such securities laws, as the same shall be in effect from time to time.

“Authorized Share Increase” has the meaning attributed thereto in Section 3.8.

“Base Conversion Price” has the meaning attributed thereto in Section 3.3.

“Borrower” has the meaning attributed thereto in the Debenture.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, United States, are authorized by law to close.

“Buy-In Price” has the meaning attributed thereto in Section 3.2.

“CDS” means CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., as nominee for certain Canadian brokerage firms).

“Common Stock” means shares of the common stock of the Borrower, par value $0.0001 per share, or the common shares of the continuing corporation or other resulting issuer formed as a result of a Merger.

“Conversion Amount” has the meaning attributed thereto in Section 3.2.

“Conversion Failure” has the meaning attributed thereto in Section 3.2.

“Conversion Price” means US$0.10 per Common Share.

“Conversion Right” has the meaning attributed thereto in Section 3.1.

“Conversion Shares” means the shares of Common Stock issued to a holder of a Debenture upon conversion of a Debenture in accordance with the terms and conditions of the Debenture.

“Corporate Event” has the meaning attributed thereto in Section 3.3.

“Debenture” means this unsecured convertible debenture.

“Dilutive Issuance” has the meaning attributed thereto in Section 3.3.

“Event of Default” has the meaning attributed thereto in the Securities Purchase Agreement.

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“Exchange Cap” has the meaning attributed thereto in Section 3.3.

 “Exchange” means the Canadian Securities Exchange or such other stock exchange on which the Common Stock are listed and posted for trading.

“Exchange Act” has the meaning attributed thereto in Section 3.1.

“FG Agency” means FG Agency Lending LLC, the agent for Bomind Holdings LLC in accordance with the Loan Agreement.

“Independent Accountant” means Sadler, Gibb & Associates, LLC.

“Inter-Creditor Agreement” means the Inter-Creditor Agreement entered into between the Lender and FG Agency, the agent for Bomind Holdings LLC.

“Interest Amount” means any interest amount accrued but unpaid in accordance with the provisions of this Debenture.

“Interest Rate” means eight (8%) per annum.

“Issue Date” has the meaning attributed thereto in Section 3.2(1).

“Lender” has the meaning attributed thereto in the Debenture.

“Loan Agreement“ means that certain loan agreement entered into among the Borrower, its subsidiaries, FG Agency and Bomind Holdings LLC, dated July 19, 2021, as amended on November 30, 2021 and June 14, 2022.

“Maturity Date” means the date that is five years from the date of issuance of this Debenture.

“Merger” means any transaction (whether by way of arrangement, amalgamation, merger, transfer, sale or lease) whereby all or substantially all of the Borrower’s assets would become the property of any other Person, or, in the case of any such arrangement, amalgamation or merger, of the continuing corporation or other entity resulting therefrom.

“Obligations” has the meaning attributed thereto in the Debenture.

“Offering” means the offering of Debentures in the aggregate principal amount of up to US$3,500,000, which may be upsized to US$4,000,000, subject to the prior written consent of FG Agency, to be issued by the Borrower, pursuant to the Securities Purchase Agreement.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof .

“Principal Amount” has the meaning attributed thereto in the Debenture.

“Purchase Agreement” means the Securities Purchase Agreement by and between the Borrower and the Lender of even date herewith.

“Purchase Rights” has the meaning attributed thereto in Section 3.3.

“Reserve Amount Failure” has the meaning attributed thereto in Section 3.8.

“Reserved Amount” has the meaning attributed thereto in Section 3.8.

“SEC” means the Securities and Exchange Commission.

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“Securities Purchase Agreement” means the convertible debenture purchase agreement entered into among the Borrower and [●], dated December 19, 2022.

“Taxes” means any present or future income and other taxes, levies, rates, royalties, deductions, withholdings, assessments, fees, dues, duties, imposts and other charges of any nature whatsoever, together with any interest and penalties, additions to tax and other additional amounts, levied, assessed or imposed by any governmental authority.

“Trading day” means a day on which the Exchange is open for trading (or if the Borrower’s Common Stock are not then listed on the Exchange, such other recognized stock exchange or quotation system on which the Common Stock may trade or be quoted).

“U.S. Securities Act” has the meaning attributed thereto in Section 3.5.

Section 1.2 Headings

The inclusion of headings in this Debenture is for convenience of reference only and shall not affect the construction or interpretation hereof.

Section 1.3 Currency

Unless otherwise indicated, all amounts in this Debenture are stated and shall be paid in the lawful currency of the United States.

Section 1.4 Number, Gender and Persons

Unless the context otherwise requires, words importing the singular in number only shall include the plural and vice versa, words importing the use of gender shall include the masculine, feminine and neuter genders and words importing Persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

Section 1.5 Severability

If any provision of this Debenture is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each such provision shall be interpreted in such a manner as to render them valid, legal and enforceable to the greatest extent permitted by applicable law. Each provision of this Debenture is declared to be separate, severable and distinct.

Section 1.6 Entire Agreement

This Debenture, including any schedules attached hereto, constitutes the entire agreement between the Borrower and the Lender relating to the subject matter hereof, and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, understandings, conditions or collateral agreements, whether oral or written, express or implied, with respect to the subject matter hereof.

ARTICLE II

PAYMENT OF PRINCIPAL, INTEREST AND OTHER CONSIDERATIONS

Section 2.1 Repayment of Principal

(1) The Borrower, for value received, hereby acknowledges itself indebted and promises to pay, subject to ARTICLE III below, to the Lender or any subsequent holder or holders of this Debenture, the Principal Amount in the lawful money of United States of America on the Maturity Date or such other time specified herein, at such places as the Lender may designate by notice in writing to the Borrower.

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Section 2.2 Interest Payable

This Debenture shall bear interest commencing on the Issue Date at 8% per annum, which shall accrue monthly, compound annually, and shall be payable on the Maturity Date of the Debenture.

ARTICLE III

CONVERSION

Section 3.1 Conversion Right.

(1) Subject to this ARTICLE III, the Lender shall have the right at any time prior to the Maturity Date, to convert all or any portion of the Principal Amount and/or any Interest Amount, into fully paid and non-assessable Common Stock at the Conversion Price (the “Conversion Right”), provided, however, that in no event shall the Lender be entitled to convert any portion of this Debenture in excess of that portion of this Debenture upon conversion of which the sum of (a) the number of Common Stock beneficially owned by the Lender and its affiliates (other than Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Debenture or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein), and (b) the number of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and its affiliates of more than 9.99% of the then outstanding Common Stock of the Borrower. For purposes of the proviso set forth in the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G promulgated thereunder, except as otherwise provided in clause (1) of such proviso, provided, however, that the limitations on conversion may be waived by the Lender upon, at the election of the Lender, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The Conversion Price shall be subject to adjustment as provided in Section 3.3.

(2) The Conversion Right shall extend only to the maximum number of whole Common Stock into which the Principal Amount and/or any Interest Amount of this Debenture or any part thereof may be converted in accordance with this Section 3.1. The Borrower shall not be required to issue fractional Common Stock upon the conversion of the Debenture pursuant to this ARTICLE III with any factional amounts rounded down to the nearest whole number without any compensation to the Lender for any fractional amounts.

Section 3.2 Conversion Procedure

(1) The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) attached hereto as Schedule B, and delivering the Conversion Notice and this Debenture to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted and/or any Interest Amount being converted (the “Conversion Amount”) and shall set out the date “on which Common Stock are to be issued upon the exercise of the Conversion Right (the “Issue Date”) (such date to be no earlier than five (5) Business Days and no later than ten (10) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Common Stock issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. Within two (2) Business Days after the Issue Date, a certificate for the required number of Common Stock shall be issued to the Lender. If less than all of the Principal Amount and any Interest Amount of this Debenture is the subject of the Conversion Right, then within ten (10) Business Days after the Issue Date, the Borrower shall deliver to the Lender a replacement Debenture in the form hereof in the principal amount of the unconverted principal balance and any accrued unconverted interest hereof, and this Debenture shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount and all of the Interest Amount of this Debenture, this Debenture shall be cancelled.

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(2) If the Borrower shall fail for any reason or for no reason to issue to the Lender on or prior to ten (10) Business Days from the date on which the Conversion Notice is received by the Borrower a certificate for the number of Conversion Shares or to which the Lender is entitled hereunder and register such Conversion Shares on the Borrower’s share register or to credit the Lender’s balance account with CDS for such number of Conversion Shares to which the Lender is entitled upon the Lender’s conversion of any portion this Debenture (a “Conversion Failure”), then, in addition to all other remedies available to the Lender, (i) the Borrower shall pay to the Lender an amount in cash or in shares of Common Stock of the Company, at the sole discretion of the Company, with the price per share based on the ten (10) trading day volume weighted average price of the Company’s Common Stock prior to the date of the Conversion Failure, on each day after the Issue Date and during such Conversion Failure equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Lender on or prior to the Issue Date and to which the Lender is entitled and (B) the closing sale price of the Common Stock on the Business Day immediately preceding the last possible date which the Borrower could have issued such Conversion Shares to the Lender without violating this Section 3.2(2), and (ii) the Lender, upon written notice to the Borrower, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion of this Debenture that has not been converted pursuant to such Conversion Notice; provided that the voiding of an Conversion Notice shall not affect the Borrower’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to ten (10) Business Days from the date on which the Conversion Notice is received by the Borrower, the Borrower shall fail to issue and deliver a certificate to the Lender and register such Conversion Shares on the Borrower’s share register or credit the Lender’s balance account with CDS for the number of Conversion Shares to which the Lender is entitled upon the Lender’s exercise hereunder or pursuant to the Borrower’s obligation pursuant to clause (1) above, and if on or after such Business Day the Lender purchases (in an open market transaction or otherwise) Common Stock, provided that the Conversion Shares have been registered under the U.S. Securities Act, to deliver in satisfaction of a sale by the Lender of Common Stock issuable upon such exercise that the Lender anticipated receiving from the Borrower, then the Borrower shall, within two (2) Business Days after the Lender’s request and in the Lender’s discretion, either (i) pay cash to the Lender in an amount equal to the Lender’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the Common Stock so purchased (the “Buy-In Price”), at which point the Borrower’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Lender’s balance account with CDS for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Lender a certificate or certificates representing such Conversion Shares or credit such Lender’s balance account with CDS and pay cash to the Lender in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Lender’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower’s failure to timely deliver certificates representing the Conversion Shares upon the conversion of this Debenture as required pursuant to the terms hereof.

Section 3.3 Adjustments

If and whenever the Common Stock will be subdivided into a greater or consolidated into a lesser number of shares, or in the event of any payment by the Borrower of a stock dividend (other than a dividend paid in the ordinary course), the exercise price will be decreased or increased proportionately as the case may be.  Upon any such subdivision, consolidation, payment of a stock dividend or rights offering, the number of shares deliverable upon conversion of this Debenture and the Conversion Price will be increased or decreased proportionately as the case may be such that in all cases the Lender is entitled to receive the same proportion of Common Stock upon conversion as it was entitled to receive prior to the subdivision, or consolidation payment of a stock dividend.

If, at any time when all or any portion of this Debenture is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Borrower securities, then the Lender will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Lender could have acquired if Lender had held the number of Common Stock acquirable upon complete conversion of this Debenture (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

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In case of any reclassification of the capital of the Borrower, or in the case of the merger, reorganization or amalgamation of the Borrower with, or into any other company (including, for greater certainty, any triangular or three-cornered merger or amalgamation to which the Borrower is party) or of the sale of substantially all of the property and assets of the Borrower to any other company (in each case, a “Corporate Event”), the Conversion Right will, after such Corporate Event, confer the right to convert into that number of shares or other securities or property of the Borrower or of the company resulting from such Corporate Event, or to which such sale will be made, as the case may be, which the Lender would then hold if the Lender had exercised the Lender’s Conversion Right before the Corporate Event; and in any such case, if necessary, appropriate adjustments will be made in the application of the provisions set forth in this Section 3.3 with respect to the rights and interest thereafter of the Lender to the end that the provisions set forth in this Section 3.3 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any Common Stock or other securities or property thereafter deliverable on the conversion of this Debenture.

The adjustments provided for in this Section 3.3 are cumulative.  Notwithstanding anything in this Debenture to the contrary, and in addition to the beneficial ownership limitations provided herein, the total number of Common Stock that may be issued under this Note, shall be limited to 19.99% of the Borrower’s outstanding Common Stock as of the date hereof (the “Exchange Cap”), unless stockholder approval is obtained to issue more than the Exchange Cap. The Exchange Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

Section 3.4 Determination of Adjustments

If any question will at any time arise with respect to any adjustments to be made under Section 3.3, such question will be conclusively determined by the Independent Accountant, who will have access to all appropriate records, and such determination will be binding upon the Borrower and the Lender.

Section 3.5 Resale Restrictions

This Debenture and the Conversion Shares to be issued upon its conversion have not been 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.

Any Conversion Shares issued upon conversion of this Debenture will be “restricted securities”, as defined in Rule 144(a)(3) under the U.S. Securities Act.  The certificates or other instruments representing such Conversion Shares, as well as all certificates or other instruments issued in exchange or in substitution therefor, until such time as is no longer required under the applicable requirements of the U.S. Securities Act, or applicable state securities laws, will bear, on the face of such certificate or instrument, the following legend (or substantially equivalent language) restricting transfer in the following manner in the United States:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN 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.  THESE SECURITIES MAY NOT BE OFFERED FOR RESALE, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Any Conversion Shares issued upon conversion of this Debenture prior to the date that is four months and one day after the date of issuance of the Debenture will bear the following legend:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 20, 2023.

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The Lender agrees to sell, assign or transfer such Conversion Shares only in accordance with the requirements of all such legends and all applicable corporate laws and securities laws.

Section 3.6 Entitlement to Payment of Interest Amount

The Lender, on surrender of the Debenture for conversion, in whole or in part, in accordance with this Debenture shall be entitled to any Interest Amount payable on the Conversion Amount to the Issue Date unless the Lender decides to convert any Interest Amount into Conversion Shares.

Section 3.7 Borrower to Reserve Common Stock

The Borrower covenants with the Lender that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of the Conversion Right, and conditionally allot to the Lender, the number of Common Stock as shall then be issuable upon the conversion of this Debenture (the “Reserved Amount”).  The Borrower covenants with the Lender that all Conversion Shares which shall be so issuable shall be duly and validly issued as fully paid and non-assessable.  In the event that the Borrower shall be unable to reserve the entirety of the Reserved Amount at any time (a “Reserve Amount Failure”), the Borrower shall promptly take all actions necessary to increase its authorized share capital to accommodate the Reserved Amount (the “Authorized Share Increase”), including without limitation, all board of directors actions and approvals and promptly (but no less than sixty (60) days following the calling and holding a special meeting of its shareholders no more than seventy-five (75) days following the Reserve Amount Failure to seek approval of the Authorized Share Increase via the solicitation of proxies. The Borrower represents that upon issuance, the Conversion Shares issued upon any conversion of this Debenture will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of Conversion Shares into which this Debenture shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this Debenture. The Borrower agrees that its issuance of this Debenture shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Borrower to electronically issue Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by the terms and conditions of this Debenture.

Section 3.8 Certificate as to Adjustment

The Borrower shall from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 3.3, deliver an officer’s certificate to the Lender specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Such certificate shall be binding and determinative of the adjustment to be made, absent manifest error or the Lender’s right to challenge the Borrower’s calculation or compliance with the foregoing adjustment provisions.  If the Lender challenges the Borrower’s calculation or compliance with the foregoing adjustment provisions, the parties will attempt to resolve their disagreement within 30 days of the date the Lender provides notice to the Borrower of its disagreement.  If the parties are unable to resolve their disagreement within such 30-day period, the Lender may refer such matter to the Independent Accountant, whose determination in such matter will be binding on the Lender and Borrower.

Section 3.9 Shareholder of Record

                For all purposes, on the Issue Date or the applicable date specified in Section 3.2 the Lender shall be deemed to have become the holder of record of the Conversion Shares into which the Principal Amount and/or any Interest Amount of this Debenture (or a portion thereof) is converted in accordance with Section 3.2.

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ARTICLE IV
COVENANTS OF THE BORROWER

Section 4.1 Positive Covenants

The Borrower covenants and agrees, for as long this Debenture remains outstanding, that:

(1) Maintain Corporate Existence. The Borrower shall maintain its corporate existence, and preserve its rights, powers, licenses and privileges which are necessary or material to the conduct of its business, and not materially change the nature of its business;

(2) Compliance with Laws. The Borrower shall comply in all material respects with all applicable laws, rules, governmental restrictions and regulations;

(3) Payment of Taxes. The Borrower shall pay and discharge promptly all Taxes assessed or imposed upon it or its property as and when the same become due and payable save and except where it contests in good faith the validity thereof by proper legal proceedings;

(4) Payment of Obligations. The Borrower shall pay all principal and other amounts owing to the Lender hereunder promptly when due;

(5) Performance of Covenants. The Borrower shall promptly perform and satisfy all covenants and obligations to be performed by it under this Debenture;

(6) Certain Transactions. The Borrower hereby covenants and agrees that it will not, by amendment of its Articles of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Debenture, and will at all times in good faith carry out all the provisions of this Debenture and take all action as may be required to protect the rights of the Lender.

(7) Maintain Listing. The Borrower shall use reasonable commercial efforts to maintain the listing of the Common Stock on the Exchange and to maintain the Borrower’s status as (A) a “reporting issuer” under the Applicable Securities Laws of the Provinces of British Columbia and Ontario, and (B) having its Common Stock registered as a class pursuant to Section 12(g) or 12(b) of the Exchange Act;

(8) Notice of Event of Default. The Borrower shall promptly, and in any event within five (5) Business Days after a responsible officer of the Borrower becoming aware, give notice to the Lender of the existence of any Event of Default.

ARTICLE V
EVENTS OF DEFAULT

Section 5.1 Events of Default

(1) If an Event of Default shall occur and be continuing and the Borrower shall fail forthwith to pay the amounts owing hereunder, subject to the terms and conditions of the Loan Agreement and the Inter-Creditor Agreement, the Lender shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Borrower or other obligors upon this Debenture and collect in the manner provided by law out of the property of the Borrower or other obligors upon this Debenture wherever situated the monies adjudged or decreed to be payable. In addition, subject to the terms and conditions of the Loan Agreement and the Inter-Creditor Agreement, the Lender may, in their discretion, proceed to protect and enforce the rights vested in them by this Debenture by such appropriate judicial proceedings as the Lender shall deem most effectual to protect and enforce any of such rights, either at law or in equity and either in bankruptcy or otherwise.

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(2) The Lender may, by instrument in writing signed by the Lender or by an authorized officer of the Lender, but not otherwise, waive any breach by the Borrower of any of the provisions contained in this Debenture or any default by the Borrower in the observance or performance of any covenant, agreement or condition required to be kept, observed or performed by the Borrower under the terms of this Debenture; provided always that no act or omission of the Lender in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent breach or default or to affect the rights of the Lender resulting therefrom.

ARTICLE VI

MUTILATION, LOSS, THEFT OR DESTRUCTION OF DEBENTURE CERTIFICATE

In case this Debenture certificate shall become mutilated or be lost, stolen or destroyed, the Borrower shall issue and deliver a new replacement Debenture certificate upon surrender and cancellation of the mutilated Debenture certificate or, in the case of a lost, stolen or destroyed Debenture certificate, in lieu of and in substitution for the same.  In the case of loss, theft or destruction, the applicant for a substituted Debenture certificate shall furnish to the Borrower such evidence of the loss, theft or destruction of the Debenture certificate as shall be satisfactory to the Borrower in its discretion and shall also furnish an indemnity and surety bond satisfactory to the Borrower in its discretion. The applicant shall pay all reasonable expenses incidental to the issuance of any substituted Debenture certificate.

ARTICLE VII

GENERAL

Section 7.1 Taxes

All payments made by the Borrower to the Lender under this Debenture shall be made free and clear of, and without deduction for or on account of, any withholding Taxes now or hereafter imposed by any official body in any jurisdiction.  If any such withholding Taxes are required to be withheld or deducted from any amounts payable by the Borrower to the Lender hereunder, the Borrower shallwithin the time period for payment permitted by applicable law, pay to the appropriate governmental body the full amount of such withholding Taxes and make such reports and filings in connection therewith in the manner required by applicable law.

Upon the request of the Lender, the Borrower shall furnish to the Lender the original or a certified copy of a receipt for (or other satisfactory evidence as to) the payment of the withholding Taxes (if any) payable in respect of such payment.  Nothing herein is intended to require payment by the Borrower to or for the Lender in respect of any Taxes payable by the Lender in respect of Taxes on the Lenders’ own income, capital, capital gains, dividends, or other earnings realized pursuant to payments made pursuant to the terms of this Debenture.

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Section 7.2 Notice

Unless otherwise expressly provided in this Debenture, any notice or other communication to be given under this Debenture shall be in writing addressed as follows:

	(a)	If to the Borrower, to:
		Body and Mind Inc. 750 – 1095 West Pender Street Vancouver, BC V6E 2M6   Attention: Michael Mills Email: mmills@bodyandmind.com   with a copy (for informational purposes only and not constituting notice) to:   McMillan LLP 1500 – 1055 West Georgia Street PO Box 11117 Vancouver, BC V6E 4N7   Attention: Michael Shannon Email: michael.shannon@mcmillan.ca
	(b)	If to the Lender, to:   [●] [●] [●]   Attention: [●] Email: [●]   with a copy (for informational purposes only and not constituting notice) to:   Akerman LLP 500 West 5th Street, Suite 1210 Austin, TX 78701   Attention: Marc Adesso Email: marc.adesso@akerman.com

or to such other address as any of the parties may designate by notice given to the others.

Each notice or other communication given under this Debenture shall be personally delivered to the addressee or sent by means of electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by means of electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.

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Section 7.3 Merger of Borrower

By its acceptance hereof, each of the Borrower and the Lender acknowledges and agrees that in the event of any transaction (whether by way of arrangement, amalgamation, merger, transfer, sale or lease) whereby all or substantially all of the Borrower’s assets would become the property of any other Person, or, in the case of any such arrangement, amalgamation or merger, of the continuing corporation or other entity resulting therefrom; occurs, then all references herein to the Borrower shall extend to and include the entity resulting therefrom or which thereafter will carry on the business of the Borrower.

Section 7.4 Amendments

This Debenture may not be amended or otherwise modified except by an instrument in writing executed by the Borrower and the Lender.

Section 7.5 Waivers

The Lender shall not, by any act, delay, omission or otherwise, be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and executed by an authorized officer of the Lender.  Any such waiver shall be enforceable only to the extent specifically set forth therein.  A waiver by the Lender of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which the Lender would otherwise have on any future occasion, whether similar in kind or otherwise.

Section 7.6 Transfer of Debenture

No transfer of this Debenture shall be valid unless made in accordance with applicable laws, including all Applicable Securities Laws.  If the Lender intends to transfer this Debenture or any portion thereof, it shall deliver to the Borrower the transfer form attached to this Debenture as Schedule C, duly executed by the Lender.  Upon compliance with the foregoing conditions and the surrender by the Lender of this Debenture, the Borrower shall execute and deliver to the applicable transferee a new Debenture registered in the name of the transferee.  If less than the full Principal Amount of this Debenture is transferred, the Lender shall be entitled to receive, in the same manner, a new Debenture registered in its name evidencing the portion of the Principal Amount of this Debenture not so transferred.  Prior to registration of any transfer of this Debenture, the Lender and the applicable transferee shall be required to provide the Borrower with necessary information and documents, including certificates and statutory declarations, as may be required to be filed under applicable laws.

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Section 7.7 Release and Discharge

If the Lender exercises all conversion rights attached to this Debenture pursuant to ARTICLE III hereof or if the Borrower pays all of the Obligations in full to the Lender, the Lender shall release this Debenture and the Borrower shall be, and shall be deemed to have, discharged of all its obligations under this Debenture. 

Section 7.8 Successors and Assigns

This Debenture shall enure to the benefit of the Lender and its successors and assigns, and shall be binding upon the Borrower and its successors and permitted assigns.

Section 7.9 Time

Time shall be of the essence of this Debenture.

Section 7.10 Governing Law

This Debenture shall be governed by and interpreted in accordance with the laws of the State of Nevada applicable therein.

Section 7.11 Further Assurances

The Borrower shall forthwith, at its own expense and from time to time, do or file, or cause to be done or filed, all such things and shall execute and deliver all such documents, agreements, certificates and instruments reasonably requested by the Lender or its counsel as may be necessary or desirable to complete the transactions contemplated by this Debenture and carry out its provisions and intention.

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SCHEDULE B

FORM OF CONVERSION NOTICE

TO: BODY AND MIND INC. (the “Company”)

Pursuant to the Unsecured Convertible Debenture (the “Debenture”) of the Company issued to the undersigned on December 19, 2022, the undersigned hereby notifies the Company that $___________________________ of the principal amount outstanding and $________________________ of the interest amount accrued under the Debenture shall be converted into Common Stock of the Company, all in accordance with the terms of the Debenture on December 19, 2022. No fee will be charged to the undersigned for any conversion, except for transfer taxes, if any.

The undersigned hereby directs that the Common Stock subscribed for be registered and delivered as follows:

NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF COMMON SHARES

DATED this _________ day of _______________, 20_____.

In the presence of:

Signature of Witness		Signature of Holder
Witness’s Name		Name and Title of Authorized Signatory for the Holder

Please print below your name and address in full.

Legal Name
Address

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SCHEDULE C

FORM OF TRANSFER

TO: BODY AND MIND INC. (the “Company”)

FOR VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers unto __________________________________________________________________________________ (include name and address of the transferee) (the “Transferee”) $_______________ principal amount of Unsecured Convertible Debenture of the Company registered in the name of the undersigned on the register of the Borrower maintained therefor, and hereby irrevocably appoints _________________________________ the attorney of the undersigned to transfer the said securities on the books maintained by the Company with full power of substitution.

The Transferor hereby certifies that (check either A or B):

	(1)	the undersigned is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Company (except solely by virtue of being an officer or director of the Company) or a “distributor”, as defined in Regulation S, or an affiliate of a “distributor”;
	(2)	the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a designated offshore securities market within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
	(3)	neither the seller nor any affiliate of the seller nor any person acting on their behalf engaged in any directed selling efforts in connection with the offer and sale of the Debentures;
	(4)	the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Debentures are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act);
	(5)	the Transferor does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities; and
	(6)	the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act.

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Unless otherwise specified, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.  If Option B is checked, the Company may, in its sole discretion, require the Transferor or the Transferee to furnish a written opinion of U.S. legal counsel or other documentation acceptable to the Company to the effect that the transfer of the Debentures is excluded from the registration requirements of the U.S. Securities Act.

DATED this _______ day of ___________________, 20___.

Signature of Transferor guaranteed by:

INSTRUCTIONS FOR TRANSFER

Signature of the Debenture Holder must be the signature of the person appearing on the face of this Debenture Certificate.

If the Form of Transfer is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Company.

The signature on the Form of Transfer must be guaranteed by one of the following methods:

In Canada and the US: a Medallion Guarantee obtained from a member of an acceptable Medallion Guarantee Program (STAMP,SEMP or MSP). Many banks, credit unions and broker dealers are members of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Medallion Guaranteed”.

In Canada: a Signature Guarantee obtained from a major Canadian Schedule I bank that is not a member of a Medallion Guarantee Program. The guarantor must affix a stamp in the space above bearing the actual words “Signature Guaranteed”.

Outside Canada and the US: Holders must obtain a guarantee from a local financial institution that has a corresponding affiliate in Canada or the US that is a member of an acceptable Medallion Guarantee Program. The corresponding affiliate must overguarantee the guarantee provided by the local financial institution.

The Debenture shall only be transferable in accordance with all applicable laws.

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TRANSFEREE ACKNOWLEDGMENT

The Transferee acknowledges and agrees that the Debentures may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act.  The Debenture Certificate, and each certificate representing Common Shares issuable upon conversion thereof, shall contain a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Debenture Certificate, unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities laws.  The holder acknowledges and agrees that the Debentures represented by this Debenture Certificate, and the Common Shares issuable upon conversion thereof, constitute “restricted securities” under the U.S. Securities Act.

If the Transferee acquires the Debentures pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Debentures still continue to be deemed restricted securities and will continue to bear restrictive legends.

Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legend shall also bear such legend unless in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to the Company and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legend.

The Transferee acknowledges that it shall notify the Company prior to any transfer of the Debentures if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct.

DATED the ___ day of __________, 20__
In the presence of:		(Signature of Transferee)
(Witness)		(Name of Transferee – Please print)
(Name of Witness – Please print)		(Capacity of Authorized Representative)

The Debentures and the Common Shares issuable upon conversion of the Debentures shall only be transferable in accordance with applicable laws.  The Debentures may only be converted in the manner required by the Debenture Certificate and the Conversion Notice attached thereto.  Any securities acquired pursuant to the conversion of the Debentures shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends.

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  EXHIBIT 10.5

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2022, between Body and Mind Inc., a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase Agreement.

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in 6(c).

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 150^th calendar day following the date hereof (or, in the event of a “full review” by the SEC, the 270^th calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant to 2(c) or 3(c), the 120^th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the SEC, the 165^th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that in the event the Company is notified by the SEC that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be no later than the fifteenth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness Period” shall have the meaning set forth in 2(a).

“Event” shall have the meaning set forth in 2(d).

“Event Date” shall have the meaning set forth in 2(d).

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, on or before the date that is 60 days after the execution of this Agreement, and, with respect to any additional Registration Statements which may be required pursuant to 2(c) or 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in 5(c).

“Indemnifying Party” shall have the meaning set forth in 5(c).

“Initial Registration Statement” means the initial Registration Statement on Form S-1 filed with the SEC pursuant to this Agreement.

“Losses” shall have the meaning set forth in 5(a).

“New Registration Statement” shall have the meaning set forth in 2(b).

“Plan of Distribution” shall have the meaning set forth in 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the SEC pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means, as of any date of determination, (a) all of the Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144 or pursuant to another available resale safe harbor, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to 2(a) and any additional registration statements contemplated by 2(c) or 3(c) (including, for the avoidance of doubt, a New Registration Statement), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“Selling Stockholder Questionnaire” shall have the meaning set forth in 3(a).

“SEC Guidance” means (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff, (ii) the U.S. Securities Act, and (iii) any other rules and regulations of the SEC.

“Trading Day” means a Business Day during which trading in the Common Stock generally occurs on the Company’s principal market, which at the time of the writing of this Agreement is the Canadian Securities Exchange.

2. Registration.

(a) On or prior to each Filing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of 100% of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Initial Registration Statement shall be filed on Form S-1 and each other Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form such as Form S-1 in accordance herewith, subject to the provisions of Section2(e)) and shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 or pursuant to another available resale safe harbor, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall within two Trading Days immediately after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424.

(b) Notwithstanding the registration obligations set forth in Section2(a), if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement, the Company shall promptly inform each of the Holders thereof and (i) use its best efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”), in each case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or Form S-3 or other appropriate form, and subject to the provisions of Section2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use diligent best efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC’s Securities Act Rules Compliance and Disclosure Interpretation 612.09.

(c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement.

(d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within ten (10) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such Registration Statement within forty (40) Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than thirty (30) consecutive Trading Days or more than an aggregate of fifty (50) Trading Days (which need not be consecutive Trading Days) during any 12-month period, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such ten (10) Trading Day period is exceeded, and for purpose of clause (iii) the date which such forty (40) Trading Day period is exceeded, and for purpose of clause (v) the date on which such thirty (30) or fifty (50) Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash or in Shares, at the sole discretion of the Company, with the price per Share being based on the ten (10) day volume weighted average price of the Company’s Shares prior to the Event Date, as partial liquidated damages and not as a penalty, equal to (i) the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement, with regard to each Event Date and the first two monthly anniversaries of each such Event Date, and (ii) the product of 1.5% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement, with regard to each monthly anniversary following the 2^nd monthly anniversary of each such Event Date. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 5.00% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within thirty days after the date payable, the Company will pay interest thereon at a rate of twelve percent (12%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

(e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) agrees to register the Registrable Securities on Form S-3 as soon as reasonably practicable after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. The Initial Registration Statement shall be filed on Form S-1.

(f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as an “underwriter” without the prior written consent of such Holder.

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act and (iii) use its commercially reasonable efforts to reflect in each such document, when so filed with the SEC, such comments as each Holder reasonably proposed. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the third (3^rd) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b) (i) Prepare and file with the SEC such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC, as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably practicable to the Holders true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.

(e) Use its best efforts to avoid and prevent the issuance of, or, if issued, to obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC, provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g) During the Effectiveness Period, promptly deliver to each Holder and any sales or placement agents or underwriters acting on its behalf, without charge, as many copies of the Prospectus relating to the Registration Statement and any amendment or supplement thereto as such person may reasonably request. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section3(d).

(h) Prior to any resale of Registrable Securities by a Holder, register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, and keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a sale under an effective Registration Statement, pursuant to the resale safe harbor of Rule 144, or other exemption from registration under the Securities Act, which certificates shall be free, to the extent permitted by applicable law and the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j) Upon the occurrence of any event contemplated by Section3(d), as promptly as reasonably practicable under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to 2(d), for a period not to exceed (i) 30 calendar days (which need not be consecutive days) in any calendar quarter and (ii) 60 calendar days (which need not be consecutive days) in any 12-month period.

(k) Comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) From and after the date the Company becomes eligible to use Form S-3, the Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

(m) To the extent required by applicable law, the Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the SEC, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

(n) With a view to making available to each Holder the benefits of Rule 144 and any other similar rule or regulation of the SEC that may at any time permit such Holder to sell securities of the Company to the public without registration, the Company agrees (until all of the Registrable Securities have been sold or transferred under a Registration Statement or pursuant to Rule 144) to use its commercially reasonable efforts to:

(i) make and keep public information available, as those terms are understood and defined in Rule 144;

(ii) file with the SEC in a timely manner (or obtain extensions in respect thereof and file within the applicable grace period) all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements; and

(iii) furnish to such Holder, so long as such Holder owns any Registrable Securities, promptly upon written request (A) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) to the extent not publicly available through the SEC’s EDGAR database, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC, and (C) such other information as may be reasonably requested by such Holder in connection with such Holders compliance with any rule or regulation of the SEC which permits the selling of any such securities without registration.

4. Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on a national stock exchange should the Company decide to seek such a listing of its Shares. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification and Contribution.

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in 6(c). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with 6(g).

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this 5(b) and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding on terms reasonably satisfactory to such Indemnified Person.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution. If the indemnification under 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.