Form of Subscription Agreement

(a)

Prior to the time of purchase of any New Debentures, New Warrants or Indus Warrants, it has reviewed the public filings of Parent available on EDGAR and SEDAR that it considered necessary in connection with its decision to invest in the New Debentures, New Warrants and Indus Warrants, including Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and Parent’s Annual Report on Form 10-K for the year ended December 31, 2021, and has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Company and Parent concerning the terms and conditions of the offering of the New Debentures, New Warrants and Indus Warrants and to obtain such additional information that it considered necessary in connection with its decision to invest in the New Debentures, New Warrants and Indus Warrants.

(b)

It is authorized to consummate the purchase of the New Debentures, New Warrants and Indus Warrants.

(c)

It is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), and as set forth on Annex A hereto (hereinafter referred to as an “Accredited Investor”), has executed and delivered Annex A hereto, acknowledges that the offer and sale of the New Debentures, New Warrants and Indus Warrants to it is being made in reliance upon Rule 506(b) of Regulation D under the Securities Act, and is purchasing the New Debentures, New Warrants and Indus Warrants for its own account or for the account of one or more Accredited Investors with respect to which it exercises sole investment discretion, for investment purposes only and not with a view to any resale, distribution or other disposition of the New Debentures, the New Warrants, the Indus Warrants, the Voting Shares underlying the New Debentures (the “Conversion Shares”) or the New Warrants (the “Warrant Shares”) or the Class D Shares underlying the Indus Warrants (the “Indus Warrant Shares” and, together with the New Debentures, the Conversion Shares, the New Warrants and the Indus Warrants, collectively, the “Securities”) in violation of United States federal or state securities laws.

(d)

It, alone or with the assistance of its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to bear the economic risks, and withstand a complete loss, of such investment.

(e)

There is no government or other insurance scheme covering the Securities. There are risks associated with an investment in the Securities and, as a result, the Purchaser may lose its entire investment.

(f)

It confirms that neither the Company, Parent nor any of their representative directors, employees, officers, agents, representatives or affiliates, have made any representations (written or oral) to the Purchaser:

(i)

regarding the future value of the Securities;

(ii)

that any person will resell or repurchase the Securities;

(iii)

that any of the Securities will be or continue to be listed on any stock exchange or traded on any market; or

(iv)

that any person will refund the purchase price or exercise price, as applicable, of the Securities.

(g)

It is not acting jointly or in concert with any other person or company for the purposes of acquiring the Securities.

(h)

Except for this Subscription Agreement, the Purchaser has relied solely upon publicly available information relating to Parent and the Company and not upon any verbal or written representation as to fact or otherwise made by or on behalf of Parent or the Company, and acknowledges that Akerman LLP and Cassels Brock & Blackwell LLP, the Parent’s and the Company’s counsel, is acting as counsel to Parent and the Company and not as counsel to the Purchaser.

(i)

It understands and acknowledges that the Securities have not been registered under the Securities Act or any applicable state securities laws, are “restricted securities” within the meaning of Rule 144 under the Securities Act, and agrees on its own behalf and on behalf of any investor account for which it is purchasing the Securities that the Securities may not be offered, sold, pledged or otherwise transferred, directly or indirectly, except:

(i)

to the Company;

(ii)

pursuant to an effective registration statement under the Securities Act, including the Resale Registration Statement (as defined below); or

(iii)

pursuant to an exemption from registration under the Securities Act, and that such exemptions from registration under the Securities Act are limited;

And in each case in compliance with applicable securities laws of any state of the United States.

(l)

It consents to the Company and Parent making notations on their records or giving instructions to any transfer agent for the Securities in order to implement the restrictions on transfer set forth and described herein.

(m)

It has not purchased the Securities as a result of any “general solicitation” or “general advertising” (as those terms are used in Regulation D under the Securities Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(n)

It understands that the New Warrants and the Indus Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person unless an exemption from registration is available under the Securities Act and any applicable state securities laws and Parent has received an opinion of counsel of recognized standing to such effect or other evidence of such exemptions in form and substance reasonably satisfactory to Parent.

(o)

It is aware that (i) purchasing, holding and disposing of the Securities may have tax consequences under the laws of both Canada and the United States and (ii) it is solely responsible for determining the tax consequences applicable to its particular circumstances and should consult its own tax advisors concerning investment in such Securities.

(p)

It has obtained its own independent tax, legal, accounting and other advice appropriate in connection with the purchase of the Securities.

(q)

Neither the execution and the delivery by the Purchaser of this subscription agreement nor the consummation of the transactions contemplated hereby on the part of the Purchaser will conflict with, or result in the breach of, any provision of the Purchaser’s charter documents, any contract to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or any law, regulation, judgement, ruling, decree or order of a governmental authority.

(r)

(i) The funds representing the Purchase Price which will be advanced by the Purchaser to the Company will not represent proceeds of crime for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or similar laws of any other jurisdiction, and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser’s name and other information relating to this Subscription Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act, the PCMLTFA or similar laws of any other jurisdiction, and (ii) no portion of the Purchase Price to be provided by the Purchaser (a) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (b) is being tendered on behalf of a person or entity that has not been identified to or by the Purchaser; and the Purchaser shall promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.

(s)

It understands and acknowledges that no agency, governmental authority, regulatory body, stock exchange or other entity (including, without limitation, the SEC, any state securities commission, any securities commission or similar regulatory authority of any province or territory of Canada or the Canadian Securities Exchange (the “CSE”) has made any finding or determination as to the merit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Securities.

(t)

If required by applicable securities legislation, regulatory policy or order or by any securities commission, stock exchange or other regulatory authority, it will execute, deliver and file and otherwise assist the Company and Parent in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Securities.

(u)

It will complete a resale registration statement questionnaire provided for use in preparation of the Resale Registration Statement, and the answers thereto will be true and correct in all material respects as of the date made and as of the effective date of the Resale Registration Statement, and it will notify Parent immediately of any material change in any such information until such time as the Purchaser has sold all of its Conversion Shares and Warrant Shares or until the Company is no longer required to keep the Resale Registration Statement effective. All other written information furnished to the Company by or on behalf of the Purchaser expressly for inclusion in the Resale Registration Statement will be true and correct in all material respects as of the date such other written information is provided and will be true and correct as of the effective date of the Resale Registration Statement and the Purchaser will notify the Company immediately of any material change in any such other written information until such time as the Purchaser has sold all of its Conversion Shares and Warrant Shares or until Parent is no longer required to keep the Resale Registration Statement effective. It will promptly notify Parent of any changes in the information set forth in the Resale Registration Statement regarding the Purchaser or its plan of distribution.

(v)

If required by applicable securities Laws, the rules or policies of any applicable stock exchange, the Company or Parent, it will execute, deliver and file or assist, including by way of providing requisite information to, the Company or Parent in filing or in causing the filing of such disclosure documents, reports, undertakings and other documents with respect to or in connection with the issuance of the Securities and the completion of any associated transactions as may be required by any securities commission, stock exchange or other regulatory authority pursuant to applicable securities Laws or rule or policies or as they may otherwise require.

(w)

It understands and acknowledges that it is making the representations and warranties and agreements contained herein with the intent that they may be relied upon by the Company in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities.

(x)

The sale of additional Securities pursuant to the Private Placement may take place from time to time at additional Closings of the Private Placement until the Private Placement has been completed, as determined by the Company in its sole discretion, but there is no minimum amount required to be sold in order to conduct a Closing of the Private Placement and the proceeds from this subscription may be accessed by the Company at any time after the acceptance by the Company of this subscription, prior to any subsequent Closing. The Purchaser acknowledges that the Company and Parent may complete additional financings in the future in order to develop the business of the Company and parent and to fund ongoing development. There is no assurance that such financing will be available and if available, on reasonable terms. Any such financings may have a dilutive effect on current shareholders, including the Purchaser.

(y)

This Subscription Agreement requires the Purchaser to provide certain personal information to the Company. Such information is being collected by the Company for the purposes of completing the Private Placement and complying with the Company’s and Parent’s regulatory requirements, which includes, without limitation, determining the Purchaser’s eligibility to purchase the Securities under the Securities Act and other applicable securities laws and completing filings required by any stock exchange or securities regulatory authority or by any state, provincial, local or municipal regulatory authority. The Purchaser’s personal information may be disclosed by the Company and Parent to: (i) stock exchanges or securities regulatory authorities, (ii) applicable taxing authorities, and (iii) any of the other parties involved in the Private Placement, including legal counsel to the Company and Parent and may be included in record books in connection with the Private Placement. By executing this Subscription Agreement, the Purchaser is deemed to be consenting to the foregoing collection, use and disclosure of the Purchaser’s personal information. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described herein as may be required to be filed with any stock exchange or securities regulatory authority.

(z)

The Purchaser hereby provides consent to the disclosure of the Purchaser’s information to the CSE pursuant to Form 9 – Notice of Issuance or Proposed Issuance of Listed Securities of the CSE or otherwise pursuant to such filing and the collection, use and disclosure of the Purchaser’s information by the CSE in the manner and for the purposes described in Appendix A of such Form 9 or as otherwise identified by the CSE, from time to time..

(aa)

It shall be a condition to the Company’s acceptance of this subscription agreement that the Purchaser shall have executed a counterpart signature page to the Purchase Agreement Amendment, and the Purchaser shall thereby become bound by the Purchase Agreement (as defined in the Purchase Agreement Amendment).

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent is a corporation duly organized, validly existing and in good standing under the laws of British Columbia, Canada. The Company and Parent have all requisite corporate power and authority to own and operate their properties and assets, to execute and deliver this subscription agreement, to issue and sell the Securities subscribed for by the Purchaser, to carry out the provisions of this subscription agreement and to carry on its business as presently conducted and as presently proposed to be conducted. The Company and Parent are duly qualified to do business and are in good standing as foreign corporations in all jurisdictions in which the nature of their respective activities and of their respective properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or Parent, as applicable.

(b)

Neither the execution and the delivery by the Company or Parent of this subscription agreement nor the consummation of the transactions contemplated hereby on the part of the Company or Parent will conflict with, or result in the breach of, any provision of the Company’s or Parent’s charter documents, any contract to which the Company or Parent is a party or by which the Company or Parent or its properties or assets are bound or any law, regulation or order of a governmental authority.

(c)

At the applicable Closing, the Company will deliver to the Purchaser certificates for the New Debenture and the New Warrant to be purchased at such Closing by the Purchaser against payment of the purchase price therefor by wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Company.

(d)

Upon issuance, the Securities will be duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of applicable law, regulation or order of a governmental authority.

(e)

Parent shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Resale Registration Statement”) on Form S-1 (or any other available form) relating to the resale of the Conversion Shares and the Warrant Shares by the Purchaser. For the avoidance of doubt, the Indus Warrant Shares will not be included in the Resale Registration Statement. Parent shall file the Resale Registration Statement by the October 31, 2022 and shall use commercially reasonable efforts, subject to receipt of necessary information from the Purchaser, to cause the SEC to declare the Resale Registration Statement effective as promptly as is reasonably practicable.Parent shall promptly prepare and file with the SEC such amendments and supplements to the Resale Registration Statement and the prospectus used in connection therewith (the “Prospectus”) as may be necessary to keep the Resale Registration Statement effective until October 31, 2023.Parent may amend the Resale Registration Statement on Form S-3 at any time it is eligible to do so.

(f)

For not more than 90 days in any 12-month period, Parent may suspend the use of any Prospectus included in the Resale Registration Statement in the event that Parent determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning Parent, the disclosure of which at the time is not, in the good faith opinion of Parent in the best interests of Parent or (B) amend or supplement the Resale Registration Statement or the related Prospectus so that the Resale Registration Statement or Prospectus shall not include 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 the Prospectus in light of the circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that Parent shall promptly (I) notify the Purchaser in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of the Purchaser) disclose to the Purchaser any material non-public information giving rise to an Allowed Delay, (II) advise the Purchaser in writing to cease all sales under the Resale Registration Statement until the end of the Allowed Delay, and (III) use commercially reasonable efforts to terminate an Allowed Delay as promptly as is reasonably practicable.

(g)

Parent shall use commercially reasonable efforts to effect the registration of the Conversion Shares and Warrant Shares in accordance with the terms hereof, and pursuant thereto Parent will, as expeditiously as possible:

(i)

prepare and file with the SEC such amendments and post-effective amendments to the Resale Registration Statement and the related Prospectus as may be necessary to keep the Resale Registration Statement effective for the period in which the Resale Registration Statement is required to be kept effective and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the distribution of all of the Conversion Shares and Warrant Shares covered thereby;

(ii) furnish to the Purchaser such number of copies of a Prospectus and all amendments and supplements thereto and such other documents as the Selling Shareholder may reasonably request in order to facilitate the disposition of the Conversion Shares and Warrant Shares owned by the Purchaser;

(iv)

use commercially reasonable efforts to (A) prevent the issuance of any stop order or other suspension of effectiveness and, (B) if such order is issued, obtain the withdrawal of any such order at the earliest practical moment;

(v)

use commercially reasonable efforts to register or qualify or cooperate with the Purchaser and its counsel in connection with the registration or qualification of the Conversion Shares and Warrant Shares for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Purchaser and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Conversion Shares and Warrant Shares covered by the Resale Registration Statement; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this provision, (B) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject, or (C) file a general consent to service of process in any such jurisdiction;

(vi)

promptly notify the Purchaser, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include 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 not misleading in light of the circumstances then existing;

(vii)

use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act in connection with the Resale Registration Statement; and

(viii)

with a view to making available to the Purchaser the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell the Conversion Shares and Warrant Shares to the public without registration, Parent covenants and agrees for so long as it remains registered under the Exchange Act, to (A) file with the SEC in a timely manner all reports and other documents required of Parent under the Exchange Act and (B) furnish to the Purchaser upon request, as long as such Purchaser owns any Conversion Shares and Warrant Shares, (I) a written statement by Parent that it has complied with the reporting requirements of the Exchange Act, (II) a copy of Parent’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (III) such other information as may be reasonably requested in order to avail such Purchaser of any rule or regulation of the SEC that permits the selling of any such Conversion Shares and Warrant Shares without registration.

(h)

In the event that the SEC for any reason limits the number of Conversion Shares and Warrant Shares that may be included and sold by the Purchaser and/or other purchasers in the Private Placement in the Resale Registration Statement, Parent shall reduce the number of Conversion Shares and Warrant Shares included in the Resale Registration Statement on behalf of the Purchaser and/or such other purchasers accordingly (such portion shall be allocated pro rata among the Purchaser and such other purchasers) (such excluded shares, the “Reduction Securities”). Parent shall not be liable for any losses in connection with the exclusion of such Reduction Securities or in connection with any delay in the effectiveness of the Resale Registration Statement arising from any interactions between Parent and the SEC with respect to the number of Conversion Shares and/or Warrant Shares that may be included and sold by the Purchaser and/or other purchasers in the Private Placement in the Resale Registration Statement. Parent shall use commercially reasonable efforts to register the Reduction Securities for resale as soon as is reasonably practicable pursuant to a new registration statement covering the Reduction Securities (or such portion thereof as the SEC will allow to be registered for resale at such time) for an offering to be made on a continuous basis pursuant to Rule 415.

(i)

Parent shall bear all expenses in connection with the registration of the Conversion Shares and Warrant Shares on behalf of the Purchaser pursuant to the Resale Registration Statement, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or underwriting discounts, brokerage fees and commissions incurred by the Purchaser, if any in connection with the offering of the Conversion Shares and Warrant Shares on behalf of the Purchaser pursuant to the Resale Registration Statement or any new registration statement(s) covering the Reduction Securities.

Date: August ___, 2022

(Full Name of Purchaser - please print)

 (Authorized Signature)

(Name and Official Capacity - please print)

Indus Holding Company

Date:                                       

(Authorized Signature)

Lowell Farms Inc. 

 Date:                                       

(Authorized Signature)

Lowell Farms Inc. 

 Date:                                       

(Authorized Signature)

Dated: