Common use of Representations and Warranties of the Lenders Clause in Contracts

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) that: (a) except as otherwise disclosed by such Lender to each Consenting Debenture Holder and the Company in writing on or prior to the date of this Support Agreement, as of the date hereof it is the registered holder of: (i) Secured Debentures in the aggregate principal amount(s) set forth on its signature page to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in the Amended Secured Debenture Purchase Agreement); and (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (the “Lender Relevant Shares”), and no other outstanding Common Shares (except as set forth herein); (b) it has, or it has given Gotham Green Admin 1, LLC, the authority to vote or direct the voting of the Relevant Secured Debt and the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding; (c) it: (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) has conducted its own analysis and made its own decision to enter into this Support Agreement;

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby of the Lenders represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) the Borrower as of the date hereof that: (a) except It is acquiring the Warrants and the Warrant Shares solely for its account for investment, not as otherwise disclosed by an agent or nominee, and not with a view to or for resale in connection with any distribution of the Warrants or Warrant Shares or any part thereof. (b) The Warrants and the Warrants Shares have not been registered under the Securities Act on the basis that no distribution or public offering of the stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such Lender to each Consenting Debenture Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Lenders has such present intention. (c) The Warrants and the Company in writing on Warrant Shares must be held indefinitely unless they are subsequently registered under the Securities Act or prior an exemption for such registration is available. (d) Neither the Warrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the date Securities Act unless certain conditions are met. (e) It will not make any disposition of this Support Agreement, as all or any part of the date hereof it is the registered holder ofWarrants or Warrant Shares until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender or its counsel from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in SEC with respect to the Amended Secured Debenture Purchase Agreement); andproposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that number it will not require an opinion of outstanding Common Shares set forth on its signature page counsel with respect to this Support Agreement transactions under Rule 144 or Rule 144A of the Securities Act. (f) It understands and agrees that all certificates evidencing the “Lender Relevant Shares”), and no other outstanding Common Shares (except shares to be issued to the Lenders upon exercise of the Warrants may bear a legend as set forth herein);in the Warrants. (bg) it has, or it has given Gotham Green Admin 1, LLC, Such Lender is an “accredited investor” as defined in Regulation D promulgated the authority to vote or direct Securities Act. (h) Such Lender is duly organized and validly existing under the voting laws of the Relevant Secured Debt and the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding;jurisdiction of its formation. (c) it: (i) Each Financing Document to which it is a sophisticated party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with sufficient knowledge its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has conducted its own analysis full power and made its own decision authority to make each Disbursement and to enter into this Support Agreement;and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. (k) Such Lender (A) has had reasonable opportunity to ask questions of and receive answers from Borrower concerning the Financing Documents, (B) has been permitted access, to such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the entry into the Financing Documents and the investment in the securities issued thereunder is subject to risks as stated in the risk factors disclosed in the Borrower SEC Reports or as otherwise may be applicable to similar investments and acknowledges that it has had an opportunity to review, and upon review, fully understands such risk factors.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby Lender represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) the Borrower as of the date hereof that: (a) except It is acquiring the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof solely for its account for investment, not as otherwise disclosed by such Lender an agent or nominee, and not with a view to each Consenting Debenture Holder and the Company or for resale in writing on or prior to the date of this Support Agreement, as connection with any distribution of the date hereof it Notes or Warrants and shares of Common Stock issuable upon exercise or conversion thereof or any part thereof. (b) The Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (c) Neither the registered holder ofNotes and Warrants nor shares of Common Stock issuable upon exercise or conversion thereof may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met. (d) It will not make any disposition of all or any part of the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender or its counsel from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in the Amended Secured Debenture Purchase Agreement); andSEC with respect to such proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (iii) Such Lender shall have notified the Borrower of such proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that number it will not require an opinion of outstanding Common Shares set forth on its signature page counsel with respect to this Support Agreement (transactions under Rule 144 or Rule 144A of the “Lender Relevant Shares”), Securities Act. It understands and no other outstanding Common Shares (except agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise and/or conversion of the Notes and Warrants may bear a legend as set forth herein);in the Notes and Warrants. (be) it has, Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act or it is a Regulation S Purchaser as defined in Rule 902 promulgated under the Securities Act. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Such Lender has given Gotham Green Admin 1, LLC, the full power and authority to vote or direct the voting make each Loan and to enter into and perform its other obligations under each of the Relevant Secured Debt Transaction Documents and carry out the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding;other transactions contemplated thereby. (ch) it: Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) is a sophisticated party with sufficient knowledge applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (i) Such Lender is not purchasing the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (j) Such Lender (A) has conducted its own analysis had reasonable opportunity to ask questions of and made its own decision receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to enter such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the entry into this Support Agreement;the Transaction Documents and the investment in the securities issued thereunder is subject to risks as stated in the risk factors disclosed in the Borrower SEC Reports and acknowledges that it has had an opportunity to review, and upon review, fully understands such risk factors.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby represents and warrants warrants, as to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) thatitself but not as to any other Lender, to the Borrower as follows: (a) except as otherwise disclosed Any Note issued to a Lender hereunder and any Common Shares issuable upon the conversion of such Note pursuant to Section 4.1 are being acquired for such Lender’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Upon any such conversion, the Lender shall, if so requested by such Lender to each Consenting Debenture Holder and the Company Borrower, confirm in writing on or prior writing, in a form reasonably satisfactory to the date of this Support AgreementBorrower, as of that the date hereof it is the registered holder of: (i) Secured Debentures in the aggregate principal amount(s) set forth on its signature page to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in the Amended Secured Debenture Purchase Agreement); and (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (the “Lender Relevant Shares”), issuable upon such conversion are being acquired for investment and no other outstanding Common Shares (except as set forth herein);not with a view toward distribution or resale. (b) it has, or it has given Gotham Green Admin 1, LLC, The Lender understands that any Note issued to a Lender hereunder and any Common Shares issuable upon the authority conversion of such Note pursuant to vote or direct Section 4.1 have not been registered under the voting Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Relevant Secured Debt Securities Act pursuant to Section 4(2) thereof, and that they must be held by the Lender Relevant Shares in indefinitely, and that the Arrangement Proceedings Lender must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or the CCAA Proceeding;is exempted from such registration. (c) it: (i) is a sophisticated party with sufficient The Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring any Note issued to evaluate properly such Lender hereunder and any Common Shares issuable upon the terms conversion of such Note pursuant to Section 4.1 and conditions of this Support Agreement; protecting its interests in connection therewith. (iid) has conducted its own analysis and made its own decision to enter into this Support Agreement;The Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby of the Lenders represents and warrants to the Borrower as of the date hereof and as of each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) date Warrants are granted pursuant to this Agreement that: (a) except as otherwise disclosed by It is acquiring the Warrants and the shares of Common Stock issued upon exercise of the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of the Warrants or Exercise Shares or any part thereof. The entire legal and beneficial interests of the Warrants and Exercise Shares such Lender to each Consenting Debenture Holder is acquiring is being acquired for, and will be held for, its account only. (b) The Warrants and the Company in writing Exercise Shares have not been registered under the Securities Act on the basis that no distribution or prior to the date of this Support Agreement, as public offering of the date hereof it stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Lenders has such present intention. (c) The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered holder ofunder the Securities Act or an exemption for such registration is available. (d) Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (e) It will not make any disposition of all or any part of the Warrants or Exercise Shares until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in SEC with respect to the Amended Secured Debenture Purchase Agreement); andproposed disposition; (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (There is then in effect a registration statement under the “Lender Relevant Shares”), Securities Act covering such proposed disposition and no other outstanding Common Shares (except as set forth herein);such disposition is made in accordance with said registration statement; or (biii) it has, or it has given Gotham Green Admin 1, LLC, Such Lender shall have notified the authority to vote or direct the voting Borrower of the Relevant Secured Debt and the Lender Relevant Shares proposed disposition and, in the Arrangement Proceedings case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the CCAA Proceeding;Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (cf) itIt understands and agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants may bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 13, 2009, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its formation. (i) Each Financing Document to which it is a sophisticated party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with sufficient knowledge its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) has conducted its own analysis and made its own decision to applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender agrees that (i) it does not hold a short position in the Common Stock on the date hereof, (ii) it shall not enter into this Support Agreement;a short selling transaction with respect to the Common Stock during the period commencing on receipt of a Disbursement Request and ending on the date of the specific Disbursement that is the subject of the Disbursement Request. ARTICLE 4 [Intentionally omitted]

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby of the Lenders represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) the Borrower as of the date hereof that: (a) except as otherwise disclosed by such Lender to each Consenting Debenture Holder It is acquiring the Warrants and the Company Warrant Shares solely for its account for investment, not as an agent or nominee, and not with a view to or for resale in writing on or prior to the date of this Support Agreement, as connection with any distribution of the date hereof it Warrants or Warrant Shares or any part thereof. (b) The Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (c) Neither the registered holder ofWarrants nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met. (d) It will not make any disposition of all or any part of the Warrants or Warrant Shares until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender or its counsel from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in SEC with respect to the Amended Secured Debenture Purchase Agreement); andproposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (iii) Such Lender shall have notified the Borrower of the proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that number it will not require an opinion of outstanding Common Shares set forth on its signature page counsel with respect to this Support Agreement (transactions under Rule 144 or Rule 144A of the “Lender Relevant Shares”), Securities Act. It understands and no other outstanding Common Shares (except agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants may bear a legend as set forth herein);in the Warrants. (be) it has, or it has given Gotham Green Admin 1, LLC, Such Lender is an “accredited investor” as defined in Regulation D promulgated the authority to vote or direct Securities Act. (f) Such Lender is duly organized and validly existing under the voting laws of the Relevant Secured Debt and the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding;jurisdiction of its formation. (cg) it: Each Financing Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) is a sophisticated party with sufficient knowledge applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (h) Such Lender has conducted its own analysis full power and made its own decision authority to make the Disbursement and to enter into this Support Agreement;and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby of the Lenders represents and warrants to the Borrower as of the date hereof and as of each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) date Warrants are granted pursuant to this Agreement that: (a) except as otherwise disclosed by It is acquiring the Warrants and the shares of Common Stock issued upon exercise of the Warrants (the “Exercise Shares”) solely for its account for investment and not with a view to or for sale or distribution of the Warrants or Exercise Shares or any part thereof. The entire legal and beneficial interests of the Warrants and Exercise Shares such Lender to each Consenting Debenture Holder is acquiring is being acquired for, and will be held for, its account only. (b) The Warrants and the Company in writing Exercise Shares have not been registered under the Securities Act on the basis that no distribution or prior to the date of this Support Agreement, as public offering of the date hereof it stock of the Borrower is to be effected. It realizes that the basis for the exemptions may not be present if, notwithstanding its representations, such Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. None of the Lenders has such present intention. (c) The Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered holder ofunder the Securities Act or an exemption for such registration is available. (d) Neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Borrower, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitation. (e) It will not make any disposition of all or any part of the Warrants or Exercise Shares until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in SEC with respect to the Amended Secured Debenture Purchase Agreement); andproposed disposition; (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (There is then in effect a registration statement under the “Lender Relevant Shares”), Securities Act covering such proposed disposition and no other outstanding Common Shares (except as set forth herein);such disposition is made in accordance with said registration statement; or (biii) it has, or it has given Gotham Green Admin 1, LLC, Such Lender shall have notified the authority to vote or direct the voting Borrower of the Relevant Secured Debt and the Lender Relevant Shares proposed disposition and, in the Arrangement Proceedings case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the CCAA Proceeding;Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act. (cf) itIt understands and agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise of the Warrants may bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULES 144 OR 144A UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(1) AND A HALF” SALE.” “THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 26, 2008, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” (g) Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act. (h) Such Lender is a limited partnership duly organized and validly existing under the laws of the jurisdiction of its formation. (i) Each Financing Document to which it is a sophisticated party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with sufficient knowledge its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (j) Such Lender has conducted its own analysis full power and made its own decision authority to make the Disbursements and to enter into this Support Agreement;and perform its other obligations under each of the Financing Documents and carry out the other transactions contemplated thereby. Such Lender has sufficient funds, and will at all times during the first year following the Agreement Date, have sufficient funds to make the Disbursements.

Representations and Warranties of the Lenders. Each Lenderof the Lenders, severally and not jointly, hereby represents and warrants only as to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) thatitself to the Borrowers as follows: (a) except It is (i) an “accredited investor” as otherwise disclosed that term is defined in Rule 501 of the Securities Act, and that, in making the purchases contemplated herein, it is specifically understood and agreed that the Lenders is acquiring the Notes for the purpose of investment and not with a view towards the sale or distribution thereof within the meaning of the Securities Act; provided, however, that the disposition of the Lenders’ property shall at all times be and remain within its control. (b) It understands that the Notes will not be registered under the Securities Act, by reason of their issuance by the Borrowers in a transaction exempt from the registration requirements of the Securities Act, and that it must hold the Notes indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from registration. (c) It has not employed any broker or finder in connection with the transactions contemplated by this Agreement. (d) It has been furnished with or has had access to the information it has requested from the Borrowers and has had an opportunity to discuss with the management of the Borrowers the business and financial affairs of the Loan Parties, and has generally such knowledge and experience in business and financial matters and with respect to investments in securities or privately held companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto; provided, however, that the foregoing shall in no way affect, diminish or derogate from the representations and warranties made by the Borrowers hereunder or the right of the Lenders to rely thereon and to seek indemnification hereunder. (e) Either (i) no part of the funds to be used by such Lender to each Consenting Debenture Holder and acquire or hold the Company in writing on Notes constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of ERISA or prior to any “plan” within the date meaning of this Support Agreement, as Section 4975 of the date hereof it is the registered holder of: (i) Secured Debentures in the aggregate principal amount(s) set forth on its signature page to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein Code or as contemplated in the Amended Secured Debenture Purchase Agreement); and (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (the “Lender Relevant Shares”), acquisition and no other outstanding Common Shares (except as set forth herein); (b) it has, or it has given Gotham Green Admin 1, LLC, the authority to vote or direct the voting holding of the Relevant Secured Debt Notes by such Lender is exempt from the restrictions on prohibited transactions of ERISA and the Lender Relevant Shares in the Arrangement Proceedings Code pursuant to one or the CCAA Proceeding; (c) it: (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) has conducted its own analysis and made its own decision to enter into this Support Agreement;more statutory, regulatory or administrative exemptions.

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) that: (a) except as otherwise disclosed by such Lender to each Consenting Debenture Holder and the Company in writing on or prior to the date of this Support Agreement, as of the date hereof it is the registered holder of: (i) Secured Debentures in the aggregate principal amount(s) set forth on its signature page to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in the Amended Secured Debenture Purchase Agreement); and (ii) that number of outstanding Common Shares set forth on its signature page to this Support Agreement (the “Lender Relevant Shares”), and no other outstanding Common Shares (except as set forth herein); (b) it has, or it has given Gotham Green Admin 1, LLC, the authority to vote or direct the voting of the Relevant Secured Debt and the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding; (c) it: (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) has conducted its own analysis and made its own decision to enter into this Support Agreement; (iii) has obtained such independent advice in this regard as it deemed appropriate; and (iv) has not relied in such analysis or decision on any Person other than its own independent advisors; (d) this Support Agreement has been duly authorized, executed and delivered by it, and, assuming the due authorization, execution and delivery by the other Parties, this Support Agreement constitutes the legal, valid and binding obligation of such Lender, enforceable against such Lender in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (e) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has all approvals necessary to execute and deliver this Support Agreement and to perform its obligations hereunder; (f) the execution and delivery of this Support Agreement by it and the completion by it of the Recapitalization Transactions contemplated herein do not and will not violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such Lender or any of its properties or assets; (g) it is: (i) an “accredited investor” as defined in Rule 501(a) of Regulation D, or (ii) it was outside the United States when it received the offer of the Transaction Securities, and at the time it executed and delivered this Agreement, and it is not acting for the account or benefit of a U.S. person or a person in the United States; (h) it acknowledges and agrees that: (i) none of the Transaction Securities have been or will be registered or qualified under the 1933 Act or any applicable securities laws of any jurisdiction by reason of a specific exemption from such registration or qualification provisions, the availability of which depends on, among other things, the bona fide nature of the investment intent and the accuracy of such Party’s representations as expressed herein or otherwise made pursuant hereto; (ii) the Transaction Securities are “restricted securities” as defined in Rule 144(a)(3) under the 1933 Act and subject to applicable resale restrictions under Canadian Securities Laws that, pursuant to these laws, the Party acquiring such Transaction Securities must hold them indefinitely unless they are registered with the United States Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements and any applicable Canadian prospectus requirements is available, and if such an exemption is available, it may be conditioned on, among other things, the time and manner of sale, the holding period for the Transaction Securities, information requirements or affiliate restrictions, and there can be no assurances that such requirements can be satisfied; (iii) no public market now exists for certain of the Transaction Securities and there can be no assurances that a public market will ever exist; (iv) iAnthus has determined that it ceased to qualify as a Foreign Private Issuer as of June 28, 2019 (being the last business day of the second fiscal quarter of the fiscal year ended December 31, 2019), and ceased to be eligible to rely on the rules and forms available to Foreign Private Issuers after December 31, 2019; (v) Rule 905 of Regulation S provides in substance that any “restricted securities” that are equity securities of a U.S. Domestic Issuer, including an issuer that, like iAnthus, has ceased to be eligible to rely on the rules and forms available to Foreign Private Issuers, will continue to be deemed to be restricted securities notwithstanding that they were acquired in a resale transaction pursuant to Rule 901 or 904 of Regulation S, and, as interpreted by Staff at the SEC, Rule 905 applies to equity securities that, at the time of issuance were those of a U.S. Domestic Issuer; and (vi) the Transaction Securities and any securities issued in respect of or in exchange for such securities may be notated with the following or a substantially similar legends, together with any other legend pursuant to applicable securities laws of any other state or jurisdiction: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. [If the Transaction Securities are being issued in an offshore transaction pursuant to Rule 903 of Regulation S, add: FURTHERMORE, THE SECURITIES REPRESENTED HEREBY CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.]”;

Representations and Warranties of the Lenders. Each Lender, severally and not jointly, hereby Lender represents and warrants to each Consenting Debenture Holder and each iAnthus Party (and acknowledges that each Consenting Debenture Holder and each iAnthus Party is relying on such representations and warranties) the Borrower as of the date hereof that: (a) except It is acquiring the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof solely for its account for investment, not as otherwise disclosed by such Lender an agent or nominee, and not with a view to each Consenting Debenture Holder and the Company or for resale in writing on or prior to the date of this Support Agreement, as connection with any distribution of the date hereof it Notes or Warrants and shares of Common Stock issuable upon exercise or conversion thereof or any part thereof. (b) The Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption for such registration is available. (c) Neither the registered holder ofNotes and Warrants nor shares of Common Stock issuable upon exercise or conversion thereof may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met. (d) It will not make any disposition of all or any part of the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof until: (i) Secured Debentures in The Borrower shall have received a letter secured by such Lender or its counsel from the aggregate principal amount(s) set forth on its signature page SEC stating that no action will be recommended to this Support Agreement (collectively, the “Relevant Secured Debt”), and no other Secured Debentures (except as set forth herein or as contemplated in the Amended Secured Debenture Purchase Agreement); andSEC with respect to such proposed disposition; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (iii) Such Lender shall have notified the Borrower of such proposed disposition and, in the case of a sale or transfer in a so-called “4(1) and a half” transaction, shall have furnished counsel for the Borrower with an opinion of counsel, substantially in the form annexed as Exhibit C to the Warrant. The Borrower agrees that number it will not require an opinion of outstanding Common Shares set forth on its signature page counsel with respect to this Support Agreement (transactions under Rule 144 or Rule 144A of the “Lender Relevant Shares”), Securities Act. It understands and no other outstanding Common Shares (except agrees that all certificates evidencing the shares to be issued to the Lenders upon exercise and/or conversion of the Notes and Warrants may bear a legend as set forth herein);in the Notes and Warrants. (be) it has, Such Lender is an “accredited investor” as defined in Regulation D promulgated the Securities Act or it is a Regulation S Purchaser as defined in Rule 902 promulgated under the Securities Act.. (f) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (g) Such Lender has given Gotham Green Admin 1, LLC, the full power and authority to vote or direct the voting make each Loan and to enter into and perform its other obligations under each of the Relevant Secured Debt Transaction Documents and carry out the Lender Relevant Shares in the Arrangement Proceedings or the CCAA Proceeding;other transactions contemplated thereby. (ch) it: Each Transaction Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) is a sophisticated party with sufficient knowledge applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and experience to evaluate properly the terms and conditions of this Support Agreement; (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (i) Such Lender is not purchasing the Notes and Warrants and shares of Common Stock issuable upon exercise or conversion thereof as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. (j) Such Lender (A) has conducted its own analysis had reasonable opportunity to ask questions of and made its own decision receive answers from Borrower concerning the Transaction Documents, (B) has been permitted access, to enter such Lender’s satisfaction, to the Borrower SEC Reports, and (C) understands that the entry into this Support Agreement;the Transaction Documents and the investment in the securities issued thereunder is subject to risks as stated in the risk factors disclosed in the Borrower SEC Reports and acknowledges that it has had an opportunity to review, and upon review, fully understands such risk factors.