2657408 ONTARIO INC.Debenture • November 24th, 2024 • OntarioThis Amended and Restated Debenture amends and restates, without novation, the Debenture issued by Sun Pharm Investments Ltd. (now Zenabis Investments Ltd.) dated October 17, 2018 in the principal amount of $25,000,000, as amended July 5, 2019 and as supplemented by accession agreements executed by Zenabis Ventures Inc. and Zen Craft Grow Ltd. respectively and as amended by the Second Amendment dated August 2019 increasing the principal amount to $50,000,000 and as amended by the Third Amendment dated March 20, 2020 which increased the principal amount to $57,000,000 on a $7,000,000 bridge loan basis plus the capitalized amendment fee of $3,750,000 for a principal amount of $60,750,000 and as amended by the Fourth Amendment dated April 22, 2020. The extension and amendment of this Debenture is entered into recognizing that events of default have occurred under the predecessor Debenture agreements.