展示文件4.2。

ABOVE FOOD INGREDIENTS INC.

就公司的名義

和

上食品公司。

作爲子公司

和

奧德賽信託公司

作爲權證代理

修訂和重新規定的認股權債券契約
規定公司發行認股權證券

日期截至2024年6月28日

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修正 和重簽發的認購權債券契約

此修訂和重訂認股權債券契約 本“修訂和重訂認股權債券契約”）日期爲2024年6月28日。

雙方協議:

ABOVE FOOD INGREDIENTS INC.，作爲一家依照加拿大阿爾伯塔省法律設立的公司

（「股東大會紀要」）公司”),

——and——

上食品公司。，一家存在於加拿大艾伯塔省法律下的公司

（「股東大會紀要」）「財政部條例」是指根據《稅收法典》頒佈的所有擬議、臨時和最終條例，這些條例可能會不時修訂（包括後續條例的相應規定）。”),

——and——

奧德賽信託公司根據加拿大法律繼續存在的信託公司

（「股東大會紀要」）認股權代理”)

鑑於:

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Amended and Restated Warrant Indenture and the parties hereto agree as follows:

Article 1
INTERPRETATION

In this Amended and Restated Warrant Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Acceleration Notice” has the meaning ascribed thereto in Section 2.2(2) of this Amended and Restated Warrant Indenture.

“Adjusted EBITDA” means, for the applicable measurement period, determined in a manner consistent with the Corporation’s Audited Year-End Financial Statements, earnings before interest expense, taxes, depreciation, amortization adjusted for non-recurring items in the company’s normal operations resulting from discontinued operations, extraordinary items, unusual or infrequent items, and changes resulting from changes in accounting policies/principles.

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time.

“Allocation Schedule” means the allocation schedule to be delivered by the Subsidiary to Bite (and to be delivered by Bite to Odyssey Trust Company, as depositary, thereafter) in accordance with Section 2.5 of the Business Combination Agreement.

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Amended and Restated Warrant Indenture.

“Auditors” means a firm of chartered accountants duly appointed as auditors of the Corporation, from time to time.

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation (manually or by electronic means) and authenticated by manual signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings.

“Book Entry Only Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants.

“Book Entry Only Warrants” means Warrants that are to be held only by or on behalf of the Depository.

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which the banks are not open for business in Calgary, Alberta, and if the Common Shares are listed on a Stock Exchange shall be a day on which such Stock Exchange is open for trading.

“Cashless Exercise” has the meaning set forth in Section 3.2(12).

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate.

“Certificated Warrant” means a Warrant evidenced by a writing or writings substantially in the form of Schedule A, attached hereto.

“Change of Control” means a merger, consolidation, business combination, recapitalization, reorganization, or other similar transaction, however effected, resulting in any Person or group (as defined under Section 13 of the Exchange Act) acquiring at more than least 50% of the combined voting power of the then outstanding securities of the Corporation.

“Common Share Delivery Date” has the meaning set forth in Section 3.6(2).

“Common Share Reorganization” has the meaning set forth in Section 4.1.

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares of the Corporation as presently constituted.

“Confirmation” has the meaning set forth in Section 3.2(2).

“Corporation’s Audited Year-End Financial Statements” means the audited consolidated balance sheet of the Corporation and the related audited consolidated statements of operations, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows.

“Counsel” means a barrister or solicitor or a firm of barristers and solicitors retained by the Warrant Agent or retained by the Corporation and acceptable to the Warrant Agent, which may or may not be counsel for the Corporation.

“Current Market Price” of the Common Shares means, at any date, the volume weighted average price per share at which the Common Shares have traded:

during the 10 consecutive Trading Days ending the Trading Day before such date. If the Common Shares are not listed on any stock exchange or traded on any over-the-counter market, the Current Market Price shall be determined by the Directors, acting in good faith.

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants.

“Directors” means the board of directors of the Corporation.

“Dissent Rights” means the rights of dissent described in the Plan of Arrangement.

“Dissenting Shareholder” means a registered holder of Subsidiary Shares immediately prior to the Effective Time who has duly and validly exercised the Dissent Rights in respect of all Subsidiary Shares held and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as of the applicable time of determination.

“Dividends” means any dividends paid by the Corporation.

“Earnout Period” means any time during the five-year period following the Effective Date.

“Earnout Ratio” at any time means the number of Class A Shares and the number of Class B Shares which a holder is entitled to receive upon the due exercise of one whole Warrant, which initially is 0.0349264 of a Class A Share and 0.0349264 of a Class B Share, respectively, being the earnout ratio set forth in the Allocation Schedule, subject to adjustment in accordance with the provisions of Article 4.

“Earnout Shares” means, collectively, Class A Shares and Class B Shares, and “Earnout Share” means any one of them.

“Effective Date” means the date of this Amended and Restated Warrant Indenture.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Exchange Ratio” at any time means the number of Common Shares which a holder may purchase by the due exercise of one whole Warrant, which initially is 0.2103419 of a Common Share, being the exchange ratio set forth in the Allocation Schedule, subject to adjustment in accordance with the provisions of Article 4.

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof.

“Exercise Notice” has the meaning set forth in Section 3.2(1).

“Exercise Price” at any time means the price at which a whole Common Share may be purchased by the exercise of Warrants, payable in United States funds, subject to adjustment in accordance with the provisions of Article 4 hereof, which is initially US$13.31 per Common Share;

“Expiry Date” means the earlier of the date that is:

“Expiry Time” means 5:00 p.m. (Calgary time) on the Expiry Date.

“Extraordinary Resolution” has the meaning set forth in Section 7.11.

“First Tranche Earnout Target” with respect to Class A Shares means that each Class A Share will convert into a Common Share on a one-for-one basis if: (i) on any 20 trading days within any 30 trading day period, the trading price of the Common Shares is greater than or equal to US$12.50 (as adjusted for share splits, reverse share splits, sub-divisions, rights issuances, stock dividends, reorganizations, recapitalizations and other similar transactions); (ii) the Adjusted EBITDA of the Corporation for the fiscal year ending January 31, 2025 is greater than or equal to US$21,200,000 based on the audited consolidated financial statements for such period; or (iii) there occurs any transaction resulting in a Change of Control with a valuation of the Common Shares that is greater than or equal to US$12.50 per Common Share (such value per share to be calculated without giving effect to the conversion of any applicable Earnout Shares).

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent.

“Issue Date” for a particular Warrant means the date on which the Warrant is actually issued by or on behalf of the Corporation.

“Liquidity Event” means the listing of the Common Shares on a Stock Exchange.

“person” means an individual, body corporate, partnership, trust, agent, executor, administrator, legal representative or any unincorporated organization.

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9.

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent.

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

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

“Second Tranche Earnout Target” with respect to Class B Shares means that each Class B Share will convert into a Common Share on a one-for-one basis if: (i) on any 20 trading days within any 30 trading day period, the trading price of the Common Shares is greater than or equal to US$15.00 (as adjusted for share splits, reverse share splits, sub-divisions, rights issuances, stock dividends, reorganizations, recapitalizations and other similar transactions); (ii) the Adjusted EBITDA of the Corporation the fiscal year ending January 31, 2026 is greater than or equal to US$32,900,000 based on the audited consolidated financial statements for such period; or (iii) there occurs any transaction resulting in a Change of Control with a valuation of the Common Shares that is greater than or equal to US$15.00 per Common Share (such value per share to be calculated without giving effect to the conversion of any applicable Earnout Shares).

“Shareholders” mean registered holders of Common Shares.

“Stock Exchange” means, following the occurrence of a Liquidity Event, the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange, the NYSE American LLC, or such other recognized stock exchange in Canada or the United States on which the Common Shares are or become listed and which forms the primary trading market for such shares.

“this Amended and Restated Warrant Indenture”, “this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Amended and Restated Warrant Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Amended and Restated Warrant Indenture.

“Trading Day” means, provided that the Common Shares are listed on a Stock Exchange, a day on which the Stock Exchange is open for trading; and if the Common Shares are not listed on a Stock Exchange, a day on which an over-the-counter market where such shares are traded is open for business.

“Uncertificated Warrant” means any Warrant which is not a Certificated Warrant.

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

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Person” means a “U.S. person” as set forth in Regulation S and includes, subject to certain exclusions set out therein, the following: (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 estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; (viii) any partnership or corporation if (A) organized or incorporated under the laws of any jurisdiction other than the United States and (B) formed 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.

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

“U.S. Warrantholder” means any Registered Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or person in the United States.

“Warrant Agency” means the principal offices of the Warrant Agent in the City of Calgary or such other place as may be designated in accordance with Section 3.5.

“Warrant Agent” means Odyssey Trust Company, in its capacity as warrant agent of the Warrants, or its successors from time to time.

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule A hereto or such other form as may be approved by the Corporation and the Warrant Agent, to evidence those Warrants that will be evidenced by a certificate.

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as, and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of Warrants through a Book Entry Only Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time.

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders holding in the aggregate not less than 25% of the aggregate number of all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein.

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Amended and Restated Warrant Indenture, to be issued and Authenticated hereunder as a Certificated Warrant and/or Uncertificated Warrant, entitling the holder thereof to purchase such number of Common Shares multiplied by the Exchange Ratio (rounded down to the nearest whole share) (subject to adjustment as herein provided) per Warrant at the Exercise Price or upon a Cashless Exercise prior to the Expiry Time.

“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any duly authorized signatory of the Corporation and may consist of one or more instruments so executed.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

The division of this Amended and Restated Warrant Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amended and Restated Warrant Indenture or of the Warrants.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Time shall be of the essence of this Amended and Restated Warrant Indenture.

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

This Amended and Restated Warrant Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of Alberta and the federal laws applicable therein. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to all matters arising out of this Amended and Restated Warrant Indenture and the transactions contemplated herein.

Article 2
ISSUE OF WARRANTS

A maximum of 11,416,244 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on one or more closing dates in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Authenticated Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Except as may be specifically provided herein, nothing in this Amended and Restated Warrant Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

“THE SECURITIES REPRESENTED HEREBY [if for Warrants shall also include: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (C) OR (D) THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A STOCK EXCHANGE IN CANADA OR THE UNITED STATES.”;

For Warrants include:

“THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

provided that, if any such Warrants and any such Common Shares issued on exercise of such Warrants, are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, if available, and in compliance with applicable state securities laws, the legend may be removed by providing a declaration to the Warrant Agent in the form set forth in Schedule B attached hereto, or as the Warrant Agent or the Corporation may prescribe from time to time, together with such documentation as the Corporation may reasonably request; provided further that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, if available, or with the prior written consent of the Corporation pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Corporation and to the Warrant agent of an opinion of counsel of recognized standing, satisfactory in form and substance to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

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

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [CLOSING DATE], AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY”

The register shall be available for inspection by the Corporation and or any Registered Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Registered Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Registered Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, representing the Warrants transferred. The transferee of a Book Entry Only Warrant shall be recorded through the relevant Book Entry Only Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants.

All Warrant Certificates surrendered pursuant to Article 3 or transferred or exchanged pursuant to Article 2 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants, as applicable, and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

Upon becoming a Warrantholder in accordance with the provisions of this Amended and Restated Warrant Indenture, the transferee thereof shall be deemed to have acknowledged and agreed to be bound by this Amended and Restated Warrant Indenture. Upon the registration of such transferee as the Warrantholder of a Warrant, the transferor shall cease to have any further rights under this Amended and Restated Warrant Indenture with respect to such Warrant or the Common Shares issuable upon exercise thereof.

Article 3
EXERCISE OF WARRANTS

Subject to the provisions hereof, each Warrantholder may exercise the right conferred on such holder to subscribe for and purchase such number of Common Shares multiplied by the Exchange Ratio (rounded down to the nearest whole share), at the Exercise Price or upon a Cashless Exercise, for each Warrant after the Effective Date and prior to the Expiry Time, subject to adjustment, and in accordance with the conditions herein; provided however, that if a Warrant tendered for exercise bears the legend set forth in Section 2.8(1), such exercise must be permitted under applicable United States securities laws; and upon the due exercise of a Warrant during the Earnout Period, such Warrantholder shall be entitled to receive such number of Class A Shares and Class B Shares, in each case, equal to the number of Subsidiary Shares underlying such Subsidiary Warrant immediately prior to the Effective Time multiplied by the Earnout Ratio, subject to and in accordance with the Plan of Arrangement, provided, however, that (x) no Class A Shares or Class B Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the Class A Shares or Class B Shares are redeemed pursuant to the Articles of the Corporation, (y) no Class A Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the First Tranche Earnout Target has been achieved, and (z) no Class B Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the Second Tranche Earnout Target has been achieved; and upon the closing of the Business Combination, the Warrant Agent shall receive a certificate of adjustment with respect to the foregoing pursuant to Section 4.6 hereof.

 X = (Y)(A-B)

(A)

Where:

The issue price for each such Common Share to be issued pursuant to the Cashless Exercise of a Warrant will be equal to (B), as defined above, and the total issue price for the aggregate number of Common Shares issued pursuant to the Cashless Exercise of a Warrant will be paid and satisfied in full by the surrender to the Corporation of such Warrant and an Exercise Notice.

Upon a Cashless Exercise of a Warrant during the Earnout Period, such Warrantholder shall be entitled to receive such number of Class A Shares and Class B Shares, in each case, as is equal to the number of Common Shares issuable upon Cashless Exercise divided by the Exchange Ratio multiplied by the Earnout Ratio.

Notwithstanding the foregoing, (x) no Class A Shares or Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Class A Shares or Class B Shares are redeemed pursuant to the Articles of the Corporation, (y) no Class A Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the First Tranche Earnout Target has been achieved, and (z) no Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Second Tranche Earnout Target has been achieved.

If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, subject to Section 2.9(1), upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

Article 4
ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE

The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(any of such events in Section 4.1(a) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, consolidation, reduction, combination or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date).

Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), each of the Exchange Ratio and the Earnout Ratio will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Ratio or the Earnout Ratio, as applicable, in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

All Common Shares or shares of any class or other securities, which a Warrantholder is at the time in question entitled to receive on the permitted exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Amended and Restated Warrant Indenture, be deemed to be Common Shares which such Warrantholder is entitled to acquire pursuant to such Warrant.

Notwithstanding any other provision to the contrary, (x) no Class A Shares or Class B Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the Class A Shares or Class B Shares are redeemed pursuant to the Articles of the Corporation, (y) no Class A Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the First Tranche Earnout Target has been achieved, and (z) no Class B Shares will be issuable to Warrantholders upon exercise of Warrants if, prior to such exercise, the Second Tranche Earnout Target has been achieved.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Amended and Restated Warrant Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

In the event of any question or dispute arising with respect to the adjustments provided for in this Article 4 such question or dispute shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Article 4, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the Directors would materially affect the rights of Warrantholders, the Exercise Price, Exchange Ratio and/or the Earnout Ratio, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the Directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

The Warrant Agent shall not:

No adjustments shall be made pursuant to this Article 4 if the Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to the prior approval of the Stock Exchange, if applicable.

Article 5
RIGHTS OF THE CORPORATION AND COVENANTS

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the Directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

The Corporation covenants with the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding:

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of the duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Amended and Restated Warrant Indenture.

If the Corporation shall fail to perform any of its covenants contained in this Amended and Restated Warrant Indenture, the Warrant Agent may notify the Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Amended and Restated Warrant Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Amended and Restated Warrant Indenture to be duly issued and delivered in accordance with the terms of this Amended and Restated Warrant Indenture.

Article 6
ENFORCEMENT

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Amended and Restated Warrant Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued to a Warrantholder hereunder and shall be entitled to demand such payment from the Warrantholder or alternatively to instruct the Warrant Agent to cause the cancellation of the share certificates representing such Common Shares and amend the securities register of the Corporation accordingly.

The Warrant Agent and, by the acceptance of the Warrants and as part of the consideration for the issue of the Warrants, the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, trustee, employee or agent of the Corporation or any successor entity to the Corporation for the creation and issue of the Common Shares pursuant to any Warrant or any covenant, agreement, representation or warranty by the Corporation herein or in the Warrant Certificates contained and only the property of the Corporation (or any successor person) shall be bound in respect hereof.

Upon the happening of any default hereunder:

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

Article 7
MEETINGS OF WARRANTHOLDERS

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Calgary, or at such other place as may be mutually approved or determined by the Warrant Agent and the Corporation.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent and the Corporation shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairperson.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and holding at least 25% of the aggregate number of all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty (30) minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be holding at least 25% of the aggregate number of all then outstanding Warrants.

The chairperson of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

The Corporation and the Warrant Agent, by their respective directors, officers, agents and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

In addition to all other powers conferred upon them by any other provisions of this Amended and Restated Warrant Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

Any one or more of the powers or any combination of the powers in this Amended and Restated Warrant Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66⅔% of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Amended and Restated Warrant Indenture shall include an instrument so signed by holders of at least 66 2/3% of the aggregate number of all of the then outstanding Warrants.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

In determining whether Registered Warrantholders holding Warrants evidencing the required number of Warrants are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Amended and Restated Warrant Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

Article 8
SUPPLEMENTAL INDENTURES

From time to time, the Corporation (when authorized by action of the Directors) and the Warrant Agent may, subject to Stock Exchange approval, if applicable, and to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Amended and Restated Warrant Indenture to be performed and observed by the Corporation.

Article 9
CONCERNING THE WARRANT AGENT

Any monies, securities, documents of title or other instruments that may at any time be held by the Warrant Agent shall be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal thereof under any provisions of this Amended and Restated Warrant Indenture, shall be held in a segregated non-interest bearing account.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Amended and Restated Warrant Indenture or otherwise in respect of the premises.

By way of supplement to the provisions of any law for the time being relating to warrant agents it is expressly declared and agreed as follows:

The Warrant Agent hereby accepts the agency in this Amended and Restated Warrant Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

The Warrant Agent represents to the Corporation that as at the date of the execution and delivery of this Amended and Restated Warrant Indenture, it is duly authorized and qualified to carry on the business of a trust company in each of the Provinces of Canada.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Amended and Restated Warrant Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

Each party acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website or upon request, including revisions thereto. Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Amended and Restated Warrant Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

The Corporation confirms that as at the date of execution of this Amended and Restated Warrant Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

Article 10
GENERAL

Above Food Ingredients Inc.
1600, 421 7th Avenue SW

Calgary, Alberta, T2P 4K9

Attention:      Lionel Kambeitz
Email:              lionel@abovefood.com

with a copy to:

Gowling WLG (Canada) LLP

1600, 421 7th Avenue SW

Calgary, Alberta, T2P 4K9

Attention:      Sharagim Habibi
Email:              Sharagim.Habibi@gowlingwlg.com

Odyssey Trust Company
Suite 1230, 300 5th Avenue SW
Calgary, Alberta
T2P 3C4

Attention:      Corporate Trust
Email:              corptrust@odysseytrust.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if emailed, faxed or transmitted by other electronic means, on the date of transmission, unless transmission was made after 4:00 pm or such day is not a Business Day, and in those cases it will be deemed to be received on the next Business Day following the date of transmission.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

This Amended and Restated Warrant Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

Each of the parties hereto shall be entitled to rely on delivery of a PDF copy of this Amended and Restated Warrant Indenture and acceptance by each such party of any such PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

Upon the earlier of:

and if all certificates or other entry on the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Amended and Restated Warrant Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Amended and Restated Warrant Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Amended and Restated Warrant Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Amended and Restated Warrant Indenture.

Nothing in this Amended and Restated Warrant Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Amended and Restated Warrant Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

If, in any jurisdiction, any provision of this Amended and Restated Warrant Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Amended and Restated Warrant Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

No party shall be liable to the other, or held in breach of this Amended and Restated Warrant Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Amended and Restated Warrant Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Neither of the parties hereto may assign its rights or interest under this Amended and Restated Warrant Indenture without the consent of the other party, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Amended and Restated Warrant Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Warrant Agent of any underlying shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cause the cancellation of the exercise transaction and any such underlying shares on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, the Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

IN WITNESS WHEREOF the parties hereto have executed this Amended and Restated Warrant Indenture under the hands of their proper officers in that behalf as of the date first written above.

Schedule A
Form of Warrant

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 28, 2024, AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

For all Warrants originally issued for the benefit or account of a U.S. Warrantholder, and each Warrant Certificate issued in exchange therefor or in substitution thereof, also include the following legends:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (C) OR (D) THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A STOCK EXCHANGE IN CANADA OR THE UNITED STATES.

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

WARRANT

To acquire Common Shares of

ABOVE FOOD INGREDIENTS INC.

(a company existing under the laws of the province of Alberta)

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of Above Food Ingredients Inc. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Amended and Restated Warrant Indenture (as defined herein), to purchase at any time before 5:00 p.m. (Calgary time) (the “Expiry Time”) on the Expiry Date, 0.2103419 of a fully paid and non-assessable common share (each such whole share, a “Common Share”), and, if applicable, 0.0349264 of a fully paid and non-assessable class A earnout share (each such whole share, a “Class A Share”) and/or 0.0349264 of a fully paid and non-assessable class B earnout share (each such whole share, a “Class B Share”) without par value in the capital of the Corporation as constituted on the date hereof, for each Warrant, subject to adjustment in accordance with the terms of the Amended and Restated Warrant Indenture.

If, at any time following a Liquidity Event, the Current Market Price of the Common Shares on a Stock Exchange equals or exceeds US$5.00, the Corporation shall be entitled, at its option, within 10 days following such 10-Trading Day period, to accelerate the exercise period through the issuance by the Corporation of a press release specifying the new Expiry Date (the “Acceleration Notice”) and, in such case, the new Expiry Date shall be deemed to be the 30th day following the issuance of the Acceleration Notice. From and after the new Expiry Date specified in such Acceleration Notice, no Warrants may be issued or exercised, and all unexercised Warrants shall be void and of no effect following the new Expiry Date.

The Warrants evidenced hereby are exercisable at or before the Expiry Time on the Expiry Date after which time the Warrants evidenced hereby shall be deemed to be void and of no further force or effect.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of an amended and restated warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Amended and Restated Warrant Indenture”) dated as of June 28, 2024 between the Corporation and Odyssey Trust Company, as Warrant Agent. Reference is hereby made to the Amended and Restated Warrant Indenture for particulars of the rights of the holders of Warrants of the Corporation and of the Warrant Agent in respect thereof and of the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Amended and Restated Warrant Indenture were herein set forth, to all of which the Warrantholder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Amended and Restated Warrant Indenture. In the event of a conflict between the terms and conditions of this Warrant Certificate and the Amended and Restated Warrant Indenture, the provisions of the Amended and Restated Warrant Indenture shall govern.

Unless otherwise defined herein, capitalized terms will have the meanings set forth in the Amended and Restated Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal offices as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Amended and Restated Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be the Exercise Price as such term is defined in the Amended and Restated Warrant Indenture.

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office, subject to the Warrant Agency being open to the public at such time, where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not then exercised. No fractional Common Shares will be issued upon exercise of any Warrant.

On presentation at the principal offices of the Warrant Agent as set out above, subject to the provisions of the Amended and Restated Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates reflecting in the aggregate the same number of Warrants as the Warrant Certificate(s) so exchanged.

The Amended and Restated Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Amended and Restated Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Amended and Restated Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the all then outstanding Warrants.

Pursuant to Section 3.2(12) of the Warrant Indenture, if at any time prior to the Expiry Time, the Current Market Price exceeds the Exercise Price, each Warrantholder may elect to receive Common Shares pursuant to a “cashless exercise” (a “Cashless Exercise”), in lieu of a cash exercise, equal to the value of a Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of a Warrant and an Exercise Form , in which event the Corporation shall issue to the Warrantholder the number of Common Shares computed using the following formula:

X = (Y)(A-B)

(A)

Where:

The issue price for each such Common Share to be issued pursuant to the Cashless Exercise of a Warrant will be equal to (B), as defined above, and the total issue price for the aggregate number of Common Shares issued pursuant to the Cashless Exercise of a Warrant will be paid and satisfied in full by the surrender to the Corporation of such Warrant and an Exercise Form.

Upon a Cashless Exercise of a Warrant during the Earnout Period, such Warrantholder shall be entitled to receive such number of Class A Shares and Class B Shares, in each case, as is equal to the number of Common Shares issuable upon Cashless Exercise divided by the Exchange Ratio multiplied by the Earnout Ratio.

Notwithstanding the foregoing, (x) no Class A Shares or Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Class A Shares or Class B Shares are redeemed pursuant to the Articles of the Corporation, (y) no Class A Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the First Tranche Earnout Target has been achieved, and (z) no Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Second Tranche Earnout Target has been achieved.

Nothing contained in this Warrant Certificate, the Amended and Restated Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Amended and Restated Warrant Indenture expressly provided.

Warrants may only be transferred in compliance with the conditions of the Amended and Restated Warrant Indenture on the register to be kept by the Warrant Agent in Calgary, Alberta, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Amended and Restated Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

The Warrants and the Amended and Restated Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all respects as Alberta contracts.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Amended and Restated Warrant Indenture.

The parties hereto have declared that they have required that this certificate and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of the ____ day of _______________, 20___.

 

			ABOVE FOOD INGREDIENTS INC.
			By:
				Authorized Signatory
Countersigned and Registered by:
ODYSSEY TRUST COMPANY
By:
	Authorized Signatory
Date:

FORM OF TRANSFER

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

TO:      ODYSSEY TRUST COMPANY

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants of ABOVE FOOD INGREDIENTS INC. (the “Corporation”) represented by this Warrant Certificate and hereby irrevocable constitutes and appoints __________________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a “U.S. person” or a person within the “United States” (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration is available.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

In the case of a Warrant Certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect.

In the event of the transfer of the Warrants represented by this Warrant Certificate to a Warrantholder that is in the United States or to, or for the account or benefit of a U.S. Person, the undersigned acknowledges and agrees that the Warrant Certificates representing such Warrants issued in the name of the transferee will be endorsed with the legend required by Section 2.8(1) of the Amended and Restated Warrant Indenture.

DATED this ____ day of ______________, 20__.

Warrants shall only be transferable in accordance with the Amended and Restated Warrant Indenture and all applicable laws.

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

WARRANT EXERCISE FORM

ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises: [Please complete (a) or (b) below.]

Exercise Price Payable:      _________________________________________________; or
                                   ((A) multiplied by US$13.31, subject to adjustment)

Upon a Cashless Exercise of a Warrant during the Earnout Period, such Warrantholder shall be entitled to receive such number of Class A Shares and Class B Shares, in each case, as is equal to the number of Common Shares issuable upon Cashless Exercise divided by the Exchange Ratio multiplied by the Earnout Ratio.

Notwithstanding the foregoing, (x) no Class A Shares or Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Class A Shares or Class B Shares are redeemed pursuant to the Articles of the Corporation, (y) no Class A Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the First Tranche Earnout Target has been achieved, and (z) no Class B Shares will be issuable to Warrantholders upon a Cashless Exercise if, prior to such exercise, the Second Tranche Earnout Target has been achieved.

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Amended and Restated Warrant Indenture.

The undersigned hereby represents, warrants and certifies as follows (one (only) of the following must be checked):

The undersigned holder understands that unless Box A above is checked, the certificate representing the Common Shares will be issued in definitive physical certificated form and bear a legend restricting transfer without registration under the U.S. Securities Act and applicable state securities laws unless an exemption from registration is available (in the form set out in the Amended and Restated Warrant Indenture and the subscription documents).

“U.S. Person” and “United States” are as defined under Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all exigible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to Above Food Ingredients Inc. c/o ODYSSEY TRUST COMPANY Suite 1230, 300 5th Avenue SW, Calgary, Alberta, T2P 3C4.

[Remainder of page intentionally left blank]

DATED this ____day of _______________, 20__.

SCHEDULE B

Form of Declaration for Removal of Legend

c/o Odyssey Trust Company

Suite 1230, 300 5th Avenue SW
Calgary, Alberta
T2P 3C4

The undersigned (a) acknowledges that the sale of the securities of Above Food Ingredients Inc. (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (b) certifies that (1) it is not an affiliate of the Corporation (as defined in Rule 405 under the U.S. Securities Act), (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 Canadian stock exchange 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 any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller 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 sale was not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (b)(2)(B) above)

We have read the foregoing representations of our customer, _________________________ (the "Seller") dated _______________________, with regard to our sale, for such Seller's account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S.