Leef Brands Inc.

EX-1.1 · ex1-1.htm

EX-1.1
 2
 ex1-1.htm
 EX-1.1

 E xhibit
1.1

 SUBSCRIPTION
AGREEMENT

 A
 completed and originally executed copy of this Subscription Agreement, including all applicable
 schedules hereto, must be delivered in hard copy or electronically, by no later than 4:00
 p.m. (Toronto time) on [_], 2026 to: LEEF Holdings, Inc., 175 North Lenore Avenue, Willits,
 California, Attention: Kevin Wilson.

 TO: LEEF
 Brands Inc. (the “ Company ”)

 The
undersigned (the “ Purchaser ”), on its own behalf, and, if applicable, on behalf of those for whom the undersigned
is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase the number of units (“ Units ”) of
the Company set out below, at a price of CAD $0.25 per Unit, subject to the following terms and conditions. Each Unit is comprised of
one common share of the Company (a “ Common Share ”) and one Common Share purchase warrant of the Company (a “ Warrant ”).
Each Warrant entitles the holder thereof to purchase one Common Share of the Company (a “ Warrant Share ”) at an exercise
price of CAD $0.30 until twenty-four (24) months following the Closing Date. This subscription agreement, which for certainty includes
and incorporates the attached Terms and Conditions of Subscription (the “ Terms and Conditions of Subscription ”) and
the schedules attached hereto, are collectively referred to as the “ Subscription Agreement ”. A Term Sheet with respect
to the offering is attached hereto Schedule A. The Accredited Investor Status Certificate attached hereto as Schedule B ,
the Foreign Purchaser’s Certificate attached hereto as Schedule C and the U.S. Purchaser’s Certificate attached hereto
as Schedule D , are each referred to in the Subscription Agreement as a “ Subscriber Certificate ” and collectively
referred to in the Subscription Agreement as the “ Subscriber Certificates ”. The Purchaser, on its own behalf, and,
if applicable, on behalf of each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, agrees to be bound
by the Terms and Conditions of Subscription, including without limitation the representations, warranties and covenants set forth in
the schedules attached thereto, and the representations, warranties and covenants set forth in the applicable Subscriber Certificate,
and acknowledges and agrees, without limitation, that the Company and its counsel may rely on the Purchaser’s representations,
warranties and covenants contained in the Subscription Agreement.

 Issuer: LEEF
 Brands Inc.

 Issue:
 Units

 Issue
 Price Per Unit:

 CAD
 $0.25

 Total
 Purchase Price (USD): 1

 $

 Number
 and kind of securities of the Company currently owned (directly or indirectly)

 Registrant
 (Y/N) (for Purchasers resident in British Columbia only)

 DATED

 1
 The
 number of Units to be delivered to the Purchaser will be determined using the USD:CAD exchange rate published by the Bank of Canada
 on a date that is no more than two business days prior to the Closing Time. The total number of Units issued will be rounded down to
 the nearest whole number. No fractional Units shall be issued.

 - 2 -

 Name
 and Address of Purchaser

 (Name
 of Purchaser - please print)

 (Purchaser’s
 Address)

 by

 Authorized
 Signature

 (Address)

 (Official
 Capacity or Title – please print)

 (Telephone
 Number)

 (Please
 print name of individual whose signature appears above if different than the name of the Purchaser printed above.)

 (Email
 Address)

 Details
of Beneficial Purchaser (i.e. party for whom the undersigned is contracting, if not the same as the Purchaser identified above).
If the Purchaser is signing as agent for a principal and is not a trust company or a portfolio manager, in either case, purchasing as
trustee or agent for accounts fully managed by it, please ensure that Schedule B, Schedule C or Schedule D hereto, as applicable,
is completed on behalf of such principal.

 (Beneficial
 Purchaser’s Name – please print)

 (Beneficial
 Purchaser’s Address)

 (if
 space is inadequate please attach a schedule containing the necessary information)

 (Beneficial
 Purchaser’s Telephone Number)

 Registration
 Instructions:

 Delivery
 Instructions:

 (Name)

 (Account
 Reference, if applicable)

 (Account
 Reference, if applicable)

 (Address)

 (Contact
 Name)

 (Address)

 (Address)

 (Address)

 (Address)

 (Address)

 (Telephone
 Number)

 (Email
 Address)

 - 3 -

 ACCEPTANCE

 The
foregoing is acknowledged, accepted, and agreed to this _____ day of __________________, 2026.

 LEEF
 BRANDS INC.

 Per:

 Name:
 Micah
 Anderson

 Title:

 Director
 and Chief Executive Officer

 TERMS
AND CONDITIONS OF SUBSCRIPTION

 1.
Subscription. The Purchaser hereby tenders to the Company this Subscription Agreement which, upon acceptance
by the Company, will constitute an irrevocable agreement of the Purchaser to purchase from the Company, and of the Company to sell to
the Purchaser, the number of Units set out on the face page hereof (the “ Purchaser’s Securities ”)
at a price of CAD $0.25 per Unit (the “ Issue Price ”), all on the terms and subject
to the conditions set out in this Subscription Agreement. The Purchaser’s Securities form part of a larger offering of Units (the
“ Offering ”) for total gross proceeds of up to approximately USD $1,500,000. The
Offering is being made on a private placement basis.

 The
Company may increase the Offering (“ Increased
Offering ”) at the Company’s sole discretion. There is no fixed minimum amount of gross
proceeds. Unless the context otherwise requires, all references herein to Offering, Units, Warrants, Warrant Shares and Securities include
any such securities of the Company issuable in connection with the Increased Offering.

 2.
Definitions. In this Subscription Agreement, unless the context otherwise requires:

 (a) “ associate ”,
 “ affiliate ” and “ distribution ” and “ insider ”
 have the respective meanings ascribed to them in the Securities Act (Ontario);

 (b) “ CAD ”
 means Canadian Dollars, the lawful currency of Canada;

 (c) “ Closing ”
 means the completion of the issue and sale by the Company and the purchase by the Purchasers
 of Units pursuant to the provisions of this Subscription Agreement;

 (d) “ Closing
 Date ” has the meaning ascribed to it in Section 4 of this Subscription Agreement;

 (e) “ Closing
 Time ” means 4:00 p.m. (Toronto time) on the Closing Date or such other time on
 the Closing Date as the Company may decide in its sole discretion;

 (f) “ Common
 Share ” has the meaning ascribed to it on the face page of this Subscription Agreement;

 (g) “ Company ”
 has the meaning ascribed to it on the face page of this Subscription Agreement;

 (h) “ Designated
 Jurisdictions ” means all of the provinces of Canada, to the extent that any Purchasers
 are resident therein;

 (i) “ Governmental
 Entity ” has the meaning ascribed to it in Section 5(f) of this Subscription Agreement;

 (j) “ Increased
 Offering ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (k) “ Initial
 Closing Date ” means March 12, 2026 or such other date as the Company may decide
 in its sole discretion;

 (l) “ Issue
 Price ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (m) “ Money
 Laundering Laws ” has the meaning ascribed to it in Section 5(h) of this Subscription
 Agreement;

 (n) “ NI
 45-106 ” means National Instrument 45-106 Prospectus and Registration Exemptions
 as such instrument is in effect at Closing in the Designated Jurisdiction in which the Purchaser
 resides;

 (o) “ Offering ”
 has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (p) “ person ”
 shall be broadly interpreted and shall include an individual, firm, corporation, syndicate,
 partnership, trust, association, unincorporated organization, joint venture, investment club,
 government or agency or political subdivision thereof and every other form of legal or business
 entity of whatsoever nature or kind;

 - 5 -

 (q) “ Personal
 Information ” means any information about a person (whether an individual or otherwise)
 required to be disclosed to a Securities Commission or stock exchange, whether pursuant to
 a form or request made by a Securities Commission or stock exchange, and includes, but is
 not limited to, the amount of Units purchased by such person and whether the Purchaser is
 an “insider” of the Company or a “registrant” (each as defined under
 applicable Securities Laws of the Province of Ontario) or any other information contained
 in this Subscription Agreement (including, for greater certainty, the Subscriber Certificates
 incorporated by reference herein);

 (r) “ Purchase
 Price ” means the product of the Issue Price and the total number of Purchaser’s
 Securities subscribed for under this Subscription Agreement;

 (s) “ Purchaser ”
 has the meaning ascribed to it on the face page of this Subscription Agreement;

 (t) “ Purchaser’s
 Securities ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (u) “ Purchasers ”
 means, collectively, all purchasers of the Units, including the Purchaser and each beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent;

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

 (w) “ Sanctions ”
 has the meaning ascribed to it in Section 5(i) of this Subscription Agreement;

 (x) “ Securities ”
 means collectively, the Common Shares, the Warrants and the Warrant Shares;

 (y) “ Securities
 Commissions ” means, collectively, the applicable securities commission or other
 securities regulatory authority in each of the Designated Jurisdictions;

 (z) “ Securities
 Laws ” means, collectively, the applicable securities laws of each of the Designated
 Jurisdictions and the respective regulations and rules made and forms prescribed thereunder
 together with all applicable and legally enforceable published policy statements, multilateral
 or national instruments, blanket orders, rulings and notices of the Securities Commissions;

 (aa) “ Subscriber
 Certificate ” has the meaning ascribed to it on the face page of this Subscription
 Agreement;

 (bb) “ Subscription
 Agreement ” has the meaning ascribed to it on the face page of this Subscription
 Agreement;

 (cc) “ Terms
 and Conditions of Subscription ” has the meaning ascribed to it on the face page
 of this Subscription Agreement;

 (dd) “ U.S.
 Person ” means a U.S. person as defined in Rule 902(k) of Regulation S under the
 U.S. Securities Act;

 (ee) “ U.S.
 Purchaser ” means any person who is (i) in the United States, (ii) a U.S. Person,
 (iii) purchasing the Purchaser’s Securities for the account or benefit of a person
 that is in the United States or a U.S. Person, (iv) a person that received an offer to purchase
 the Purchaser’s Securities while in the United States or (v) a person that executed
 this Subscription Agreement while in the United States;

 (ff) “ U.S.
 Securities Act ” means the United States Securities Act of 1933, as amended;

 (gg) “ United
 States ” means the United States of America, its territories and possessions, any
 State of the United States and the District of Columbia;

 - 6 -

 (hh) “ Units ”
 has the meaning ascribed to it on the face page of this Subscription Agreement;

 (ii) “ Warrant ”
 has the meaning ascribed to it on the face page of this Subscription Agreement; and

 (jj) “ Warrant
 Share ” has the meaning ascribed to it on the face page of this Subscription Agreement.

 3.
Delivery and Payment. The Purchaser agrees that the following shall be delivered to LEEF Holdings,
Inc. at the address and by the date and time set out on the face page hereof, or such other time, date or place as the Company may advise:

 (a) a
 completed and duly signed copy of this Subscription Agreement;

 (b) one
 of the following:

 (i) if
 the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, is resident in Canada and purchasing the Purchaser’s Securities in reliance
 on the “accredited investor” exemption provided by Section 2.3 of NI 45-106:

 (A) a
 duly completed and executed copy of the Accredited Investor Status Certificate in the form
 attached hereto as Schedule B ; and

 (B) if
 the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent is an individual and does not meet the criteria set out in subparagraph (j.1) of
 the Accredited Investor Status Certificate attached hereto as Schedule B , a duly completed
 and executed copy of the Risk Acknowledgement Certificate in the form attached hereto as
 Appendix I to Schedule B ; or

 (ii) if
 the Purchaser or beneficial purchaser, if any, is resident in a jurisdiction outside of Canada
 and is not a U.S. Purchaser, a duly completed and executed copy of the Foreign Purchaser’s
 Certificate in the form attached hereto as Schedule C ;

 (iii) if
 the Purchaser is a U.S. Purchaser, a duly completed and executed copy of the U.S. Purchaser’s
 Certificate in the form attached hereto as Schedule D ;

 (c) a
 certified cheque, bank draft or wire transfer made payable on or before the Closing Date
 in same day freely transferable U.S. funds to “ LEEF Holdings, Inc. ” representing
 the Purchase Price payable by the Purchaser for the Purchaser’s Securities, or such
 other method of payment of the same amount against delivery of the Purchaser’s Securities
 as the Company may accept; and

 (d) any
 other documents required by the Securities Laws which the Company requests.

 The
Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that
such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement
with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Company.
The Purchaser and each such beneficial purchaser consents to the filing of such documents as may be required to be filed with the Securities
Commissions in connection with the transactions contemplated hereby. The Purchaser, and any beneficial purchaser for whom the Purchaser
is acting as trustee or agent, agrees that the Company is irrevocably authorized to correct minor errors or omissions in the information
provided by the Purchaser in this Subscription Agreement, any applicable Subscriber Certificate, and any other documents or forms delivered
by the Purchaser in connection with the transactions contemplated hereby, if any.

 4.
Closing. The transactions contemplated hereby will be completed electronically or at the offices of
Bennett Jones LLP (“ Bennett Jones ”). The initial closing shall occur on the Initial
Closing Date and each subsequent closing date, if any, shall occur on such other date or time as the Company may determine (each a “ Closing
Date ”). If the terms and conditions contained in this Subscription Agreement have been complied
with prior to the Closing Date, as determined by the Company, Bennett Jones shall deliver all completed Subscription Agreements to the
Company along with payment of the aggregate proceeds to the Company and such other documentation as may be required pursuant to the Subscription
Agreement.

 - 7 -

 If
the terms and conditions contained in this Subscription Agreement (other than delivery by the Company of certificates representing the
Common Shares and Warrants) have not been complied with prior to the Closing Date, as determined by the Company, the Company and the
Purchaser will have no further obligations under this Subscription Agreement. The Purchaser will take up, purchase and pay for the Purchaser’s
Securities at Closing upon acceptance of this offer by the Company.

 5.
Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants
to, and covenants with, the Purchaser as follows as of the date hereof and as of the Closing Time and acknowledges that the Purchaser
is relying on such representations and warranties in connection with the transactions contemplated herein:

 (a) the
 Company is a validly subsisting corporation incorporated under the laws of British Columbia,
 is in good standing and has full corporate power and authority to perform each of its obligations
 as herein contemplated and has requisite corporate power and capacity to carry on its business
 as now conducted and to own its assets;

 (b) this
 Subscription Agreement, when accepted by the Company, and all other certificates and instruments
 delivered in connection with the Offering will, on the Closing Date, constitute legal, valid
 and binding obligations of the Company enforceable in accordance with their respective terms
 subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’
 rights generally and subject to the qualification that equitable remedies may only be granted
 in the discretion of a court of competent jurisdiction;

 (c) the
 execution and delivery of, and the performance of the terms of the Subscription Agreement
 by the Company, including the issue of the Common Shares and Warrants, does not and will
 not constitute a breach of or default under the constating documents of the Company or any
 law, regulation, order or ruling applicable to the Company or any agreement, contract or
 indenture to which the Company is a party or by which it is bound including but not limited
 to its articles of incorporation, bylaws, or other formation documents;

 (d) the
 authorized capital of the Company consists of an unlimited number of Common Shares, of which,
 as of the date hereof, 257,947,996 Common Shares were issued and outstanding as fully paid
 and non-assessable. Except for the Company’s 109,252,299 outstanding warrants, 25,735,458
 outstanding restricted stock units and 12,222,059 outstanding stock options, there are no
 outstanding rights, commitments or other entitlements to purchase securities of the Company;

 (e) the
 Company and each of its Subsidiaries (as defined in NI 45-106) have complied with and are
 not in violation, in any material respect, of any applicable laws, with the exception of
 the U.S. Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana;

 (f) neither
 the Company nor any of its Subsidiaries has received any written notices or other written
 correspondence from any (i) international, multinational, national, federal, provincial,
 state, regional, municipal, local or other government, governmental or public department,
 central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry,
 agency or instrumentality, domestic or foreign, (ii) subdivision or authority of any of the
 above, (iii) quasi-governmental or private body exercising any regulatory, expropriation
 or taxing authority under or for the account of any of the foregoing, or (iv) stock exchange
 (each, a “ Governmental Entity ”) (1) regarding any violation (or any investigation,
 inspection, audit, or other proceeding by any Governmental Entity involving allegations of
 any violation) of any law or (2) of any circumstances that may have existed or currently
 exist which could lead to a loss, suspension, or modification of, or a refusal to issue,
 any material Authorization. To the knowledge of the Company, no investigation, inspection,
 audit or other proceeding by any Governmental Entity involving allegations of any material
 violation of any law by the Company or any of its Subsidiaries is threatened or contemplated;

 - 8 -

 (g) neither
 the Company, its Subsidiaries nor any of their directors, executives, representatives, agents
 or employees has (i) used or is using any corporate funds for any illegal contributions,
 gifts, entertainment or other expenses relating to political activity that would be illegal,
 (ii) used or is using any corporate funds for any direct or indirect illegal payments to
 any foreign or domestic governmental officials or employees, (iii) violated or is violating
 any provision of the United States Foreign Corrupt Practices Act of 1977 , the Corruption
 of Foreign Public Officials Act (Canada) or any similar laws of other jurisdictions,
 (iv) established or maintained, or is maintaining, any illegal fund of corporate monies or
 other properties or (v) made any bribe, illegal rebate, illegal payoff, influence payment,
 kickback or other illegal payment of any nature;

 (h) the
 operations of the Company and its Subsidiaries are and have been conducted at all times in
 compliance with applicable financial record-keeping and reporting requirements of the money
 laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
 and any related or similar rules, regulations or guidelines, issued, administered or enforced
 by any Governmental Entity (collectively, the “ Money Laundering Laws ”)
 and no action, suit or proceeding by or before any court of governmental authority or any
 arbitrator non-Governmental Entity involving the Company or any of its Subsidiaries with
 respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

 (i) none
 of the Company or any of its Subsidiaries or any director, officer, agent, employee or affiliate
 of the Company or any of its Subsidiaries, has had any sanctions administered by the Office
 of Foreign Assets Control of the U.S. Treasury Department, the Government of Canada or any
 other relevant sanctions authority (collectively, the “ Sanctions ”) imposed
 upon any such person, and the Company and its Subsidiaries are not in violation of any of
 the Sanctions or law or executive order relating thereto, or are conducting business with
 any person subject to any Sanctions;

 (j) there
 are no material claims, proceedings, actions or lawsuits in existence, or, to the Company’s
 knowledge, pending or threatened, against the Company;

 (k) for
 a period of twenty-four (24) months after the Closing Date, the Company shall not acquire,
 by purchase or otherwise, any cryptocurrency, including but not limited to Bitcoin, except
 for nominal amounts accepted by the Company in business-to-business transactions; and

 (l) following
 any hold periods imposed by the Securities Laws, the Company shall use its best efforts to
 register the Warrant Shares with any Governmental Entity necessary for the sale of the Warrant
 Shares on the Toronto Stock Exchange, the TSX Venture Exchange, or other similar exchange.

 6.
Reliance upon and Survival of Representations, Warranties and Covenants of the Company. The Company
acknowledges that the Purchaser is relying on the foregoing representations, warranties and covenants in connection with the transactions
contemplated herein, all of which shall survive the Closing and, notwithstanding such Closing and notwithstanding any subsequent disposition
by the Purchaser of any of the Purchaser’s Securities shall continue in full force and effect for the benefit of the Purchaser
following the Closing Date.

 7.
Conditions of Closing. The Purchaser acknowledges that the Company’s obligation to sell the Purchaser’s
Securities to the Purchaser is subject to, among other things, the following conditions:

 (a) the
 Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or
 agent, executing and returning to the Company all documents required by applicable Securities
 Laws (including but not limited to the applicable Subscriber Certificate) for delivery on
 behalf of the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting
 as trustee or agent, including, without limitation, the applicable Schedules attached hereto
 by no later than the date and time set out on the face page hereof;

 (b) the
 Company having obtained all required regulatory approvals (including those that may be required
 under Securities Laws) to permit the completion of the transactions contemplated hereby;

 - 9 -

 (c) there
 having been no material adverse change in the affairs of the Company, and the representations
 and warranties of the Company being true in all material respects as of the Closing Date,
 unless such representation or warranty speaks to an earlier date, in which case, such representation
 or warranty shall be true in all material respects as of such date;

 (d) the
 offer, issue, sale and delivery of the Purchaser’s Securities being exempt from the
 requirements to file a prospectus, registration statement, or deliver an offering memorandum
 (as defined in applicable Securities Laws) or any similar document under applicable Securities
 Laws and other applicable securities laws relating to the sale of the Purchaser’s Securities,
 or the Company having received such orders, consents or approvals as may be required to permit
 such sale without the requirement of filing a prospectus or registration statement or delivering
 an offering memorandum or any similar document; and

 (e) the
 representations and warranties of the Purchaser set out herein, including in any applicable
 Subscriber Certificate attached hereto, being true and correct as at the Closing Time.

 The
Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the
sale of the Common Shares and Warrants will not be qualified by a prospectus and the Common Shares and Warrants have not been and will
not be registered under the U.S. Securities Act, or applicable state securities laws, and further that, such sale is subject to the condition
that the Purchaser (or, if applicable, any others for whom the Purchaser is contracting hereunder) signs and returns to the Company or
Bennett Jones all relevant documentation required by the Securities Laws and other applicable securities laws relating to the sale of
the Purchaser’s Securities.

 The
Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the
Company will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the
Common Shares and Warrants. Notwithstanding that the Purchaser may be purchasing the Purchaser’s Securities as an agent on behalf
of an undisclosed principal (if permissible under the relevant Securities Laws or other applicable securities laws), the Purchaser agrees
to provide, on reasonable request, particulars as to the identity of such undisclosed principal as may be required the Company in order
to comply with the Securities Laws and any other applicable laws.

 8.
Acceptance or Rejection. The Company will have the right, in its sole discretion, to accept or reject
this Subscription Agreement in whole at any time at or prior to the Closing Time. The Purchaser and each beneficial purchaser, if any,
for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the acceptance of this offer will be conditional upon
the issue and sale of the Purchaser’s Securities to the Purchaser and each beneficial purchaser, if any, for whom the Purchaser
is acting as trustee or agent, being exempt from any prospectus or offering memorandum requirements of the Securities Laws and the equivalent
provisions of securities laws of any other applicable jurisdiction. The Company will be deemed to have accepted this Subscription Agreement
upon the Company’s execution of the acceptance at page 4 of this Subscription Agreement and the delivery at the Closing of the
Purchaser’s Securities to the Purchaser.

 If
this Subscription Agreement is rejected in whole, the Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting
as trustee or agent, understands that any funds, certified cheques and bank drafts delivered by the Purchaser to Bennett Jones representing
the Purchase Price for the Purchaser’s Securities will be returned promptly by Bennett Jones to the Purchaser without interest
or deduction.

 - 10 -

 9.
Purchaser’s Representations and Warranties. The Purchaser, and each beneficial purchaser, if
any, for whom the Purchaser is acting as trustee or agent, represents and warrants to the Company as follows as of the date hereof and
as of the Closing Time and acknowledges that the Company is relying on such representations and warranties in connection with the transactions
contemplated in this Subscription Agreement which representations and warranties shall survive the Closing and, notwithstanding such
Closing and notwithstanding any subsequent disposition by the Purchaser of any of the Purchaser’s Securities shall continue in
full force and effect for the benefit of the Company following the Closing Date:

 (a) Authorization
 and Effectiveness . If the Purchaser, and each beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is an individual, he or she is of the full age
 of majority and has all requisite legal capacity and competence to execute and deliver this
 Subscription Agreement and to observe and perform its covenants and obligations hereunder,
 or if the Purchaser, or beneficial purchaser, if any, for whom the Purchaser is acting as
 trustee or agent, is a corporation, the Purchaser, or beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is duly incorporated and is a valid and existing
 corporation, has the necessary corporate capacity and authority to execute and deliver this
 Subscription Agreement, to subscribe for the Purchaser’s Securities and to observe
 and perform its covenants and obligations hereunder and has taken all necessary corporate
 action in respect thereof, or, if the Purchaser, or beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is a partnership, syndicate or other form of
 unincorporated organization, the Purchaser, or beneficial purchaser, if any, for whom the
 Purchaser is acting as trustee or agent, has the necessary legal capacity and authority to
 execute and deliver this Subscription Agreement, to subscribe for the Purchaser’s Securities
 and to observe and perform its covenants and obligations hereunder and has obtained all necessary
 approvals in respect thereof, and, in any case, upon acceptance by the Company, this Subscription
 Agreement will constitute a legal, valid and binding agreement of the Purchaser and the beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent, enforceable against
 the Purchaser and the beneficial purchaser in accordance with its terms and will not result
 in a violation of or create a state of facts which, after notice, lapse of time or both,
 would constitute a default or breach of any of the Purchaser’s and beneficial purchaser’s
 constating documents, by-laws or authorizing resolutions (if applicable), any agreement to
 which the Purchaser or the beneficial purchaser is a party or by which the Purchaser or beneficial
 purchaser is bound or any law applicable to the Purchaser or beneficial purchaser or any
 judgment, decree, order, statute, rule or regulation applicable to the Purchaser or beneficial
 purchaser;

 (b) Residence .
 The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as
 trustee or agent, was offered the Units in, and is a resident of, or if not an individual
 has its head office in, the jurisdiction referred to under the heading “Name and Address
 of Purchaser” and “Details of Beneficial Purchaser”, respectively, set
 out on the face page and page 3 hereof, intends that the securities laws of that jurisdiction
 do and shall govern this subscription by the Purchaser of the Units, is not aware of any
 reason why the laws of such jurisdiction would not govern such subscription and that such
 addresses were not created and are not used solely for the purpose of acquiring the Purchaser’s
 Securities;

 (c) Private
 Placement Exemptions . If applicable, the Purchaser, and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has properly completed, executed
 and delivered to the Company the applicable Subscriber Certificate attached hereto (dated
 as of the date hereof) and the information contained therein is, to the Purchaser’s
 knowledge, true and correct and the representations, warranties and covenants contained in
 the applicable Subscriber Certificate attached hereto will be true and correct both as of
 the date of execution of this Subscription Agreement and as at the Closing Time;

 (d) Subscriber
 Certificate . The Purchaser has properly completed, executed and delivered as principal,
 or, if the Purchaser is contracting hereunder as trustee, agent, representative or nominee
 for one or more beneficial purchasers, on behalf of each such beneficial purchaser, the applicable
 Subscriber Certificate, and related appendix, if applicable;

 (e) Purchasing
 as Principal . In the case of a Purchaser in Canada, unless paragraph (h) below applies,
 the Purchaser is purchasing the Purchaser’s Securities as principal (as defined in
 all applicable Securities Laws) for its own account, and not for the benefit of any other
 person;

 (f) No
 Syndication . In the case of a Purchaser in Canada, the Purchaser, and each beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent, was not created
 or used solely to purchase or hold securities as an accredited investor as described in paragraph
 (m) of the definition of “accredited investor” provided in Schedule B ;

 (g) Investment
 Purposes . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, is purchasing the Units for investment purposes only and not
 with a view to resale or distribution that would or may contravene the prospectus requirements
 of Securities Laws;

 - 11 -

 (h) Purchasing
 as Agent or Trustee .

 (i) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities as
 agent or trustee for any principal whose identity is disclosed or identified, each beneficial
 purchaser of the Purchaser’s Securities for whom the Purchaser is acting, is purchasing
 the Purchaser’s Securities as principal for its own account and not for the benefit
 of any other person; was not created or used solely to purchase or hold securities in reliance
 on the “Minimum Amount Investment” exemption provided under Section 2.10 of NI
 45-106 and it pre-existed the Offering and has a bona fide purpose other than investment
 in the Units; and either where such beneficial purchaser is not an individual, is purchasing
 the Purchaser’s Securities at an aggregate acquisition cost to such beneficial purchaser
 of not less than $150,000, or the beneficial purchaser is an “accredited investor”
 as defined in NI 45-106;

 (ii) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities as
 agent or trustee for any principal whose identity is disclosed or identified, the Purchaser
 is the duly authorized trustee or agent of such disclosed beneficial purchaser with due and
 proper power and authority to execute and deliver, on behalf of each such beneficial purchaser,
 this Subscription Agreement and all other documentation in connection with the purchase of
 the Purchaser’s Securities hereunder, to agree to the terms and conditions herein and
 therein set out and to make the representations, warranties, acknowledgements and covenants
 herein and therein contained, all as if each such beneficial purchaser were the Purchaser
 and the Purchaser’s actions as trustee or agent are in compliance with applicable law
 and the Purchaser and each beneficial purchaser acknowledges that the Company is required
 by law to disclose to certain regulatory authorities the identity of each beneficial purchaser
 of Purchaser’s Securities for whom it may be acting; and

 (iii) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities on
 behalf of an undisclosed beneficial purchaser, the Purchaser is deemed under applicable Securities
 Laws to be purchasing as principal;

 (i) Broker .
 There is no person acting or purporting to act in connection with the transactions contemplated
 herein who is entitled to any brokerage or finder’s fee. If any person establishes
 a claim that any fee or other compensation is payable in connection with this subscription
 for the Purchaser’s Securities, the Purchaser covenants to indemnify and hold harmless
 the Company with respect thereto and with respect to all costs reasonably incurred in the
 defence thereof;

 (j) Illegal
 Use of Funds . None of the funds being used to purchase the Purchaser’s Securities
 are to the Purchaser’s or beneficial purchaser’s knowledge proceeds obtained
 or derived directly or indirectly as a result of illegal activities. The funds being used
 to purchase the Purchaser’s Securities which will be advanced by the Purchaser to the
 Company hereunder will not represent proceeds of crime for the purposes of the Proceeds
 of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “ PCMLTFA ”)
 or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
 and Obstruct Terrorism Act (the “ PATRIOT Act ”) and the Purchaser,
 or beneficial purchaser, if any, for whom it is acting as trustee or agent, acknowledges
 that the Company may in the future be required by law to disclose the Purchaser’s or
 beneficial purchaser’s name and other information relating to this Subscription Agreement
 and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the
 PCMLTFA or the PATRIOT Act. To the best of its knowledge none of the funds to be provided
 by the Purchaser or the beneficial purchaser are being tendered on behalf of a person or
 entity who has not been identified to the Purchaser, and it shall promptly notify the Company
 if the Purchaser or beneficial purchaser discovers that any of such representations cease
 to be true, and to provide the Company with appropriate information in connection therewith;

 - 12 -

 (k) Trade
 Sanctions . The Purchaser, and each beneficial purchaser, if any, for whom it is acting
 as trustee or agent, is not a person or entity identified in the Regulations Implementing
 the United Nations Resolutions on the Suppression of Terrorism , the Regulations Implementing
 the United Nations Resolutions on Taliban, ISIL (Da’esh) and Al-Qaida , the Regulations
 Implementing the United Nations Resolution on the Democratic People’s Republic of Korea ,
 the Regulations Implementing the United Nations Resolution on Iran , the Regulations
 Implementing the United Nations Resolutions on Somalia, the Regulations Implementing
 the United Nations Resolutions on Lebanon, the Regulations Implementing the United
 Nations Resolutions on Sudan, the Special Economic Measures (Sudan) Regulations ,
 the Special Economic Measures (Myanmar) Regulations , the Special Economic Measures
 (Belarus) Regulations , the Special Economic Measures (People’s Republic of China)
 Regulations , the Special Economic Measures (Haiti) Regulations , the Regulations
 Implementing the United Nations Resolutions on Haiti, the Special Economic Measures
 (Moldova) Regulations , the Special Economic Measures (Nicaragua) Regulations, the
 Special Economic Measures (Sri Lanka) Regulations, the Special Economic Measures
 (Guatemala) Regulations, the Special Economic Measures (Zimbabwe) Regulations, the
 Regulations Implementing the United Nations Resolutions and Imposing Special Economic
 Measures on Libya, the Special Economic Measures (Democratic People’s Republic
 of Korea) Regulations, the Special Economic Measures (Syria) Regulations, the
 Special Economic Measures (Venezuela) Regulations, the Special Economic Measures
 (Iran) Regulations, the Freezing of Assets of Corrupt Foreign Officials (Tunisia)
 Regulations , the Regulations Implementing the United Nations Resolutions on Iraq ,
 the Freezing Assets of Corrupt Foreign Officials (Ukraine) Regulations , the Special
 Economic Measures (Russia) Regulations , the Special Economic Measures (Ukraine) Regulations ,
 the Regulations Implementing the United Nations Resolutions on the Central African Republic ,
 the Regulations Implementing the United Nations Resolutions on Yemen , the Special
 Economic Measures (South Sudan) Regulations , the Regulations Implementing the United
 Nations Resolutions on South Sudan , the Special Economic Measures (Extremist Settler
 Violence) Regulations and the Special Economic Measures (Hamas Terrorist Attacks)
 Regulations (collectively, the “ Trade Sanctions ”). The Purchaser (and
 each beneficial purchaser, if any) acknowledges that the Company may in the future be required
 by law to disclose the name and other information of the Purchaser and the beneficial purchaser,
 if any, related to the acquisition of the Purchaser’s Securities hereunder, on a confidential
 basis, pursuant to the Trade Sanctions;

 (l) Resale
 Restrictions . The Purchaser, and each beneficial purchaser, if any, for whom it is
 acting as trustee or agent, have been advised to consult their own legal advisors with respect
 to trading in the Securities with respect to the resale restrictions imposed by the Securities
 Laws of the province in which the Purchaser, or beneficial purchaser, if any, for whom it
 is acting as trustee or agent, resides and other applicable securities laws, and acknowledges
 that no representation has been made respecting the applicable hold periods imposed by the
 Securities Laws or other resale restrictions applicable to such securities which restrict
 the ability of the Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee
 or agent, to resell such securities, that the Purchaser, or beneficial purchaser, if any,
 for whom it is acting as trustee or agent, is solely responsible to find out what these restrictions
 are and the Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee
 or agent, is solely responsible (and the Company is not in any way responsible) for compliance
 with applicable resale restrictions and the Purchaser is aware that it (or any beneficial
 purchaser for whom it is contracting hereunder) may not be able to resell such securities
 except in accordance with limited exemptions under the Securities Laws and other applicable
 securities laws. The physical certificate evidencing the Securities may bear legends denoting
 such restrictions;

 (m) Compliance
 with Resale Restrictions . The Purchaser, and each beneficial purchaser, if any, for
 whom the Purchaser is acting as trustee or agent, fully understands the restrictions on resale
 on the Purchaser’s Securities and will not resell the Purchaser’s Securities
 except in accordance with the provisions of applicable Securities Laws;

 - 13 -

 (n) Company
 or Unincorporated Organization . If the Purchaser, and each beneficial purchaser,
 if any, for whom it is acting as trustee or agent, is a corporation or a partnership, syndicate,
 trust, association, or any other form of unincorporated organization or organized group of
 persons, the Purchaser or such beneficial purchaser was not created or being used solely
 to permit purchases of or to hold securities without a prospectus in reliance on a prospectus
 exemption or exemption from the registration requirements of the U.S. Securities Act;

 (o) Absence
 of Offering Memorandum or Similar Document . The Purchaser, and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has not received, nor has it
 requested, nor does it have any need to receive, any offering memorandum or any other document
 describing the business and affairs of the Company (other than this Subscription Agreement),
 nor has any document been prepared for delivery to, or review by, prospective purchasers
 in order to assist them in making an investment decision in respect of the Securities being
 offered under the Offering;

 (p) Absence
 of Advertising . The offering and sale of the Units to the Purchaser and each beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent, was not made or
 solicited through, and the Purchaser and each such beneficial purchaser is not aware of,
 any general solicitation or general advertising with respect to this Offering, or any directed
 selling efforts within the meaning of Regulation S, including advertisements, articles, notices
 or other communications published in any printed public media, radio, television or telecommunications,
 including electronic display (such as the Internet, including but not limited to the Company’s
 website), or any seminar or meeting whose attendees have been invited by general solicitation
 or general advertising;

 (q) No
 Undisclosed Information . The decision of the Purchaser and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, to tender this Subscription
 Agreement and acquire the Purchaser’s Securities has not been made as a result of any
 oral or written representation (other than this Subscription Agreement) as to fact or otherwise
 made by or on behalf of the Company or any other person and is based entirely upon this Subscription
 Agreement and publicly available information relating to the Company. The Purchaser, and
 each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent,
 has relied only on the information contained in this Subscription Agreement and publicly
 available information relating to the Company in making the decision to subscribe for the
 Purchaser’s Securities hereunder. Except as set forth in this Subscription Agreement,
 no representation, (written or oral) has been made to the Purchaser or any beneficial Purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, by or on behalf of the Company
 or any Agent with respect to the Offering or the purchase of the Units;

 (r) Investment
 Suitability . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, has such knowledge and experience in financial and business
 affairs as to be capable of evaluating the merits and risks of the investment hereunder in
 the Purchaser’s Securities and is able to bear the economic risk of and can afford
 the total loss of such investment;

 (s) Not
 an Insider . The purchase of the Purchaser’s Securities hereunder is not a transaction
 in which any shareholder of the Company, or any beneficial owner of securities carrying more
 than 10% of the voting rights attaching to all outstanding voting securities of the Company,
 has a direct or indirect beneficial interest, unless the Purchaser has otherwise notified
 the Company;

 (t) Not
 a “Control Person” . The Purchaser, and each beneficial purchaser, if
 any, for whom the Purchaser is acting as trustee or agent, is not a “control person”
 of the Company, as that term is defined in applicable Securities Laws, and will not become
 a “control person” of the Company by virtue of the purchase of the Purchaser’s
 Securities under this Subscription Agreement and does not act or intend to act in concert
 with any other person to form a control group in respect of the Company, unless the Purchaser
 has otherwise notified the Company;

 (u) Other
 Documents . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, will execute and deliver any other documents required by applicable
 Securities Laws to permit the purchase of the Purchaser’s Securities on the terms herein
 set forth which the Company reasonably requests;

 - 14 -

 (v) Personal
 Information . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, acknowledges that this Subscription Agreement requires the
 Purchaser to provide certain Personal Information to the Company and its agents and advisers
 as reasonably necessary in connection with the proposed Offering. Such information is being
 collected and will be used by the Company for the purposes of completing the proposed Offering
 of Units, which includes, without limitation, determining the Purchaser’s eligibility
 to purchase the Purchaser’s Securities under applicable Securities Laws, the U.S. Securities
 Act and applicable state securities laws and completing filings required by the Securities
 Commissions and under the U.S. Securities Act and applicable state securities laws. The Purchaser
 agrees that the Purchaser’s Personal Information may be disclosed by the Company to:
 stock exchanges and applicable securities regulatory authorities; the Company’s registrar
 and transfer agent; the Canada Revenue Agency or other taxing authorities; and any of the
 other parties involved in the proposed Offering, including legal counsel, and may be included
 in record books in connection with the Offering. By executing this Subscription Agreement,
 the Purchaser consents to the foregoing collection, use, and disclosure of the Purchaser’s
 Personal Information. The Purchaser also consents to the filing of copies or originals of
 any of the Purchaser’s documents described in Section 3 hereof as may be required to
 be filed with any stock exchange or securities regulatory authority in connection with the
 transactions contemplated hereby. The Purchaser represents and warrants that it has the authority
 to provide the consents and acknowledgements set out in this paragraph on behalf of the beneficial
 purchaser, if any; and

 (w) Compliance
 with United States Securities Laws . If the Purchaser is a U.S. Purchaser, then in
 addition to the other representations and warranties contained herein, the Purchaser represents
 and warrants that:

 (i) the
 Purchaser is aware that the Securities have not been and will not be registered under the
 U.S. Securities Act or the securities laws of any state of the United States and that the
 Securities may not be offered or sold, directly or indirectly, in the United States without
 registration under the U.S. Securities Act or compliance with requirements of an exemption
 from registration and it acknowledges that the Company has no present intention of filing
 a registration statement under the U.S. Securities Act in respect of the Securities;

 (ii) unless
 the Purchaser has executed and delivered Schedule D hereto (in which case it makes
 the representations and warranties set forth therein), the Purchaser or any person for whom
 it is acting is not in the United States or a U.S. Person and is not acquiring the Securities
 for the account or benefit of a U.S. Person or a person in the United States or for resale
 in the United States and confirms that the Securities have not been offered to the Purchaser
 in the United States and that this Subscription Agreement has not been signed in the United
 States;

 (iii) neither
 the Purchaser nor any person for whom it is acting will offer, sell or otherwise dispose
 of the Securities in the United States unless the Company has consented to such offer, sale
 or distribution and such offer, sale or disposition is made in accordance with an exemption
 from the registration requirements of the U.S. Securities Act and the securities laws of
 all applicable states of the United States or the Company has filed, and the U.S. Securities
 and Exchange Commission has declared effective, a registration statement in respect of such
 securities; and

 (iv) the
 Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee or agent, has
 duly completed and delivered to the Company the Subscriber Certificate appended hereto as
 Schedule D and represents and warrants set forth therein.

 - 15 -

 (x) International
 Purchasers . If the Purchaser, or beneficial purchaser, if any, for whom it is acting
 as trustee or agent, is a resident of a country other than Canada and is not a U.S. Purchaser
 (an “ International Jurisdiction ”) then in addition to the other representations
 and warranties contained herein, the Purchaser represents and warrants that:

 (i) the
 Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities
 laws of the International Jurisdiction which would apply to this Subscription Agreement,
 if any;

 (ii) the
 Purchaser is purchasing the Purchaser’s Securities pursuant to exemptions from the
 prospectus, financial promotion and registration requirements under the applicable securities
 laws of that International Jurisdiction or, if such is not applicable, the Purchaser is permitted
 to purchase the Purchaser’s Securities under the applicable securities laws of the
 International Jurisdiction without the need to rely on an exemption;

 (iii) the
 applicable securities laws of the International Jurisdiction do not require the Company to
 file a prospectus, offering memorandum or similar document or to register or qualify the
 distribution of the Securities or for the Company to be registered with or to make any filings
 or seek any approvals of any kind whatsoever from any governmental or regulatory authority
 of any kind whatsoever in the International Jurisdiction;

 (iv) the
 delivery of this Subscription Agreement, the acceptance of it by the Company and the issuance
 of the Purchaser’s Securities to the Purchaser complies with all applicable laws of
 the Purchaser’s jurisdiction of residence or domicile and all other applicable laws
 and will not cause the Company to become subject to or comply with any continuous disclosure,
 prospectus or other periodic filing or reporting requirements under any such applicable laws;
 and

 (v) the
 Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee or agent, has
 duly completed and delivered to the Company the Subscriber Certificate appended hereto as
 Schedule C and represents and warrants set forth therein.

 The
Purchaser and each beneficial purchaser, if any, for whom it is acting as trustee or agent, acknowledges and agrees that the foregoing
representations and warranties, and the acknowledgments made in Section 10 hereof, are made by it with the intention that they may be
relied upon by the Company and its counsel in determining the Purchaser’s eligibility or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Purchaser’s Securities under the Securities Laws and other applicable
securities laws. The Purchaser and each beneficial purchaser further agrees that by accepting delivery of the Purchaser’s Securities
on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as
at the Closing Time with the same force and effect as if they had been made by the Purchaser at the Closing Time and that they shall
survive the purchase by the Purchaser of the Purchaser’s Securities and shall continue in full force and effect notwithstanding
any subsequent disposition by the Purchaser or the beneficial purchaser of the Purchaser’s Securities. The Purchaser and the beneficial
purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to
the Purchaser or beneficial purchaser set out in this Subscription Agreement which takes place prior to the Closing Time. If the Purchaser
is acquiring the Units for the account or benefit of one or more investor accounts, the Purchaser represents and warrants that it has
the sole investment discretion with respect to each such investor account and that it has full power and authority to make the foregoing
representations and warranties and the acknowledgments in Section 10 hereof.

 10.
Purchaser’s Acknowledgements. The Purchaser, and each beneficial purchaser, if any, for whom
the Purchaser is acting, acknowledges and agrees that:

 (a) this
 Subscription Agreement is subject to rejection or acceptance by the Company, in whole, and
 is effective only upon acceptance by the Company;

 (b) no
 agency, securities commission, governmental authority, regulatory body, stock exchange or
 other entity has reviewed or passed on, made any finding or determination as to the merit
 for investment of, nor have any such agencies, securities commissions or governmental authorities
 made any recommendation or endorsement with respect to the Securities or the Offering; there
 is no government or other insurance covering the Securities; and there are risks associated
 with the purchase of the Securities;

 - 16 -

 (c) the
 purchase of the Purchaser’s Securities has not been or will not be (as applicable)
 made through, or as a result of, and the distribution of the Purchaser’s Securities
 is not being accompanied by, a general solicitation or advertisement including articles,
 notices or other communications published in any newspaper, magazine or similar media or
 broadcast over radio or television, or any seminar or meeting whose attendees have been invited
 by general solicitation or general advertising;

 (d) in
 the case of any Purchaser or beneficial purchaser in Canada, no prospectus or other offering
 document has been filed by the Company with a securities commission or other securities regulatory
 authority in any province of Canada, or any other jurisdiction in or outside of Canada in
 connection with the issuance of the Securities and such issuance is exempt from the prospectus
 requirements otherwise applicable under the provisions of Securities Laws and, as a result,
 in connection with its purchase of the Purchaser’s Securities hereunder, as applicable:

 (i) the
 Company has advised the Purchaser that the Company is relying on an exemption from the requirements
 to provide the Purchaser with a prospectus and that the Purchaser and each beneficial purchaser,
 if any, is restricted from using most of the protections, rights and remedies available under
 Securities Laws including, without limitation, statutory rights of rescission or damages;

 (ii) the
 common law may not provide investors with an adequate remedy in the event that they suffer
 investment losses in connection with securities acquired in a private placement;

 (iii) the
 Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, will not receive information that may otherwise be required to be provided to the
 Purchaser and each beneficial purchaser, if any, under applicable Securities Laws or contained
 in a prospectus prepared in accordance with applicable Securities Laws; and

 (iv) the
 Company is relieved from certain obligations that would otherwise apply under such applicable
 Securities Laws.

 (e) the
 Securities are being offered for sale only on a “private placement” basis;

 (f) the
 Purchaser has received a copy of the Term Sheet attached hereto as Schedule A , setting
 out the principal terms of the offering;

 (g) all
 costs and expenses incurred by the Purchaser and each beneficial purchaser, if any, for whom
 the Purchaser is acting, (including any fees and disbursements of legal counsel retained
 by the Purchaser or any beneficial purchaser) relating to the purchase of the Purchaser’s
 Securities shall be borne solely by the Purchaser or the beneficial purchaser;

 (h) in
 purchasing the Purchaser’s Securities, the Purchaser and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has relied solely upon this
 Subscription Agreement and publicly available information relating to the Company and not
 upon any other document or verbal or written representation as to any fact or otherwise made
 by or on behalf of the Company or any employee, agent or affiliate thereof or any other person
 associated therewith. The Company’s counsel, Bennett Jones, does not assume any responsibility
 or liability of any nature whatsoever for the accuracy or adequacy of the information upon
 which the Purchaser’s or the beneficial purchaser’s, if any, investment decision
 has been made. The Purchaser and each beneficial purchaser, if any, for whom the Purchaser
 is acting, is not relying upon anyone to conduct any due diligence investigation on behalf
 of the Purchaser concerning the Offering, the Securities, the Company’s business, management,
 financial position, condition or prospects. The Company’s counsel, Bennett Jones, is
 entitled to the benefit of this subsection;

 - 17 -

 (i) the
 Securities will be subject to certain resale restrictions under the Securities Laws and the
 Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it
 has been advised to consult its own legal advisors with respect to applicable resale restrictions
 and that it is solely responsible (and the Company is not in any manner responsible) for
 complying with such restrictions. For purposes of complying with the Securities Laws, including
 National Instrument 45-102 – Resale of Securities , the Purchaser and each beneficial
 purchaser, if any, for whom it is acting as trustee or agent, understands and acknowledges
 that upon the issuance of the Securities, all the certificates representing the Securities
 shall bear, as applicable and in addition to any legends set forth on Schedule D (if
 applicable), a legend substantially in the following form:

 “UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER THE DISTRIBUTION DATE].”

 (j) no
 person has made any written or oral representations: that any person will resell or repurchase
 the Purchaser’s Securities; that any person will refund the Purchase Price or as to
 the future price or value of the Securities;

 (k) the
 original Purchaser may not engage in any hedging transactions involving the Purchaser’s
 Securities or resell or otherwise transfer the Securities to U.S. Persons or to persons in
 the United States or to or for the account or benefit of U.S. Persons or persons in the United
 States, except in compliance with the U.S. Securities Act and applicable state securities
 legislation;

 (l) unless
 the Purchaser has executed and delivered Schedule D hereto: (i) is not, and is not
 purchasing the Purchaser’s Securities on behalf of (as agent or otherwise), or for
 the account or benefit of, a person in the United States or a U.S. Person; (ii) was not offered
 or sold the Purchaser’s Securities in the United States; (iii) did not, nor did its
 authorized signatory, receive, execute or deliver this Subscription Agreement inside the
 United States; and (iv) acknowledges, or if applicable, each person for whom it is contracting
 hereunder, acknowledges, that it has not purchased the Securities as a result of any directed
 selling efforts, as such term is used in Regulation S, or any general solicitation or general
 advertising, as such terms are defined in Regulation D promulgated under the U.S. Securities
 Act, including, without limitation, advertisements, articles, notices or other communications
 published in any newspaper, magazine or similar media or broadcast over radio or television,
 or any seminar or meeting whose attendees have been invited by general solicitation or general
 advertising;

 (m) the
 current structure of this transaction and all transactions and activities contemplated hereunder
 is not a scheme to avoid the registration requirements of the U.S. Securities Act;

 (n) the
 Purchaser is solely responsible for obtaining such tax, investment, legal and other professional
 advice as it considers appropriate in connection with the offer, sale and issuance of the
 Securities, the execution, delivery and performance by it of this Subscription Agreement,
 applicable tax considerations and the applicable hold periods and resale restrictions imposed
 in respect of the Securities by applicable securities legislation and regulatory policies,
 and confirms that it (and any disclosed principal, if applicable) is not relying on the Issuer
 or counsel to any of them in this regard. The Purchaser is solely responsible for compliance
 with applicable resale restrictions and applicable tax legislation;

 (o) the
 Company may complete additional financings in the future in order to develop the business
 of the Company and fund its ongoing development, and such future financings may have a dilutive
 effect on current shareholders of the Company, including the Purchaser, and there is no assurance
 that such financing will be available, on reasonable terms or at all, and if not available,
 the Company may be unable to fund its ongoing development;

 (p) Bennett
 Jones is acting solely as counsel to the Company and not as counsel to the Purchaser;

 (q) in
 purchasing the Purchaser’s Securities, the Purchaser (and, if applicable, the beneficial
 purchaser, if any) is not relying upon anyone to conduct any due diligence investigation
 on behalf of the Purchaser concerning the Offering, the Purchaser’s Securities, or
 the Company’s business, management, financial position, condition or prospects;

 - 18 -

 (r) the
 Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, has had the opportunity to review this Subscription Agreement and the Schedules
 attached hereto and the transactions contemplated by this Subscription Agreement and fully
 understands the same; and

 (s) the
 Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, has had the opportunity to ask questions and receive answers concerning the terms
 and conditions of the Offering and it has had access to such information concerning the Company
 as it has considered necessary or appropriate in connection with its investment decision
 to acquire the Purchaser’s Securities.

 11.
Further Acknowledgements of the Purchaser. The Purchaser, and each beneficial purchaser, if any, for
whom the Purchaser is acting as trustee or agent, hereby acknowledges, agrees, and consents to:

 (a) the
 disclosure of Personal Information to each of the Company, the Securities Commissions and
 any other securities commission pursuant to applicable securities legislation; and

 (b) the
 collection, use, and disclosure of Personal Information by the Company for corporate finance
 and shareholder communication purposes or such other purposes as are necessary to the Company’s
 business.

 If
the Purchaser is resident in or otherwise subject to the Securities Laws of the Province of Ontario, the Purchaser acknowledges and agrees
that the Purchaser has been notified by the Company: of the delivery to the Ontario Securities Commission (the “ OSC ”)
of Personal Information pertaining to the Purchaser, including, without limitation, the full name, residential address and telephone
number of the Purchaser, the number and type of securities purchased and the total Purchase Price paid in respect of the Purchaser’s
Securities; that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation;
that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario;
and that the title, business address and business telephone number of the public official in Ontario who can answer questions about the
OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the Ontario
Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, ON M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.

 If
the Purchaser is resident in or otherwise subject to the Securities Laws of the Province of British Columbia, the Purchaser acknowledges:
(i) that the British Columbia Securities Commission (“ BCSC ”) will publish part of Form 45-106F6, which is required
to be filed under NI 45-106, on its website (including the Personal Information about non-individual Purchasers) and allow for the inspection
of the full form (including the Personal Information about individual Purchasers) at the BCSC’s office; (ii) that the disclosure
of such Personal Information; and (iii) that questions about such indirect collection of information by the BCSC should be directed to
the following telephone number (604) 899-6854 or 1-800-373-6393 (toll free access across Canada) or by facsimile at (604) 899-6506 or
in person or writing at P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC, V7Y 1L2.

 12.
Purchaser’s Covenants. If the Company has reason to believe the Purchaser or beneficial purchaser,
if any, for whom the Purchaser is acting as trustee or agent does not qualify as an “accredited investor” under applicable
Securities Laws, the Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent covenants
and agrees to provide information as reasonably requested by the Company to verify that the Purchaser or beneficial purchaser, if any,
for whom the Purchaser is acting as trustee or agent qualifies as an accredited investor, which information may include, without limitation,
financial records of the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent.

 13.
No Revocation. The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting
as trustee or agent, agrees that this Subscription Agreement is made for valuable consideration and, following the Closing, may not be
withdrawn, cancelled, terminated, or revoked by the Purchaser without the consent of the Company.

 - 19 -

 14.
Indemnity . The Purchaser, on its own behalf, and, if applicable, on behalf of each beneficial purchaser,
if any, for whom the Purchaser is acting as trustee or agent, agrees that the Purchaser, and each beneficial purchaser, if any, for whom
the Purchaser is acting as trustee or agent, shall indemnify and hold harmless the Company and its respective directors, officers, employees,
agents, advisors, counsel and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation,
warranty or acknowledgement of the Purchaser made on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom
it is acting as trustee or agent, contained herein or in any document furnished by the Purchaser to the Company in connection herewith
being untrue in any material respect or any breach or failure by the Purchaser or any beneficial purchaser for whom it is acting as trustee
or agent, to comply with any covenant or agreement made by the Purchaser herein or in any document furnished by the Purchaser to the
Company in connection herewith. With respect to any indemnified person who is not a party to this Subscription Agreement, it is the intention
of the Purchaser and each beneficial purchaser for whom it is acting as trustee or agent, if any, to constitute the Company as trustee
for such indemnified persons of the rights and benefits of this Section 14 and the Company agrees to accept such trust and to hold the
rights and benefits of this Section 14 in trust for and on behalf of each such indemnified person. The Company agrees that it shall indemnify
and hold harmless the Purchaser, and, if applicable, each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or
agent, and their respective directors, officers, employees, agents, advisors, counsel and shareholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any representation, warranty or acknowledgement of the Company contained herein or in any
document furnished by the Company to the Purchaser in connection herewith being untrue in any material respect or any breach or failure
by the Company to comply with any covenant or agreement made by the Company herein or in any document furnished by the Company to the
Purchaser in connection herewith.

 15.
Modification. Subject to the terms hereof, neither this Subscription Agreement nor any provision hereof
shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver,
change, discharge or termination is sought.

 16.
Assignment. The terms and provisions of this Subscription Agreement shall be binding upon and enure
to the benefit of the Purchaser, the Company and their respective successors and assigns; provided that this Subscription Agreement shall
not be assignable by the Company without the prior written consent of the Purchaser. For greater certainty this Subscription Agreement
may be transferred or assigned by the Purchaser to any of its affiliates without the prior written consent of the Company, subject to
compliance with applicable laws (including, without limitation, applicable Securities Laws), and effective upon notice the Company.

 17.
Change in Information . The Purchaser, on its own behalf and (if applicable) on behalf of others for
whom it is contracting hereunder, agrees that the representations, warranties and covenants of the Purchaser herein will be true and
correct both as of the Purchaser’s execution of this Subscription Agreement and as of the Closing Time and will survive the completion
of the issuance of the Securities. The representations, warranties and covenants of the Purchaser herein are made with the intent that
they be relied upon by the Company and its counsel in determining the eligibility of a purchaser of Units and the Purchaser agrees to
indemnify and save harmless the Company and its affiliates, shareholders, directors, officers, employees, counsel and agents against
all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a
breach thereof. The Purchaser undertakes to immediately notify the Company at LEEF Brands Inc., Suite 2500 – 666 Burrard Street,
Vancouver, British Columbia, V6C 2X8, Canada, Attention: Kevin Wilson, email: kevin@leefca.com of any change in any statement or other
information relating to the Purchaser set forth herein which takes place prior to the Closing Time.

 18.
Miscellaneous and Counterparts. All representations, warranties, agreements, and covenants made or
deemed to be made by the Purchaser (and, if applicable, others for whom it is contracting hereunder) herein will survive the execution
and delivery, and acceptance, of this Subscription Agreement and the Closing. This Subscription Agreement may be executed in any number
of counterparts, each of which when delivered, either in original or electronic form, shall be deemed to be an original and all of which
together shall constitute one and the same document.

 19.
Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable therein. The Purchaser, and each beneficial purchaser, if any,
for whom the Purchaser is acting as trustee or agent, hereby irrevocably attorns to the jurisdiction of the courts of the Province of
Ontario with respect to any matters arising out of this Subscription Agreement.

 - 20 -

 20.
Electronic Subscriptions. The Company shall be entitled to rely on delivery by electronic means of
an executed copy of this Subscription Agreement (including, the applicable Subscriber Certificate), and acceptance by the Company of
such electronic copy shall be legally effective to create a valid and binding agreement between the Purchaser and the Company in accordance
with the terms hereof.

 21.
Entire Agreement. This Subscription Agreement (including the Schedules hereto) contains the entire
agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements
relating to the subject matter hereof except as stated or referred to herein. This Subscription Agreement may be amended or modified
in any respect by written instrument only.

 22.
Language. In connection with the proposed offering of Units, the undersigned hereby requests that all
documentation available, including the Subscription Agreement, be prepared and forwarded in the English language only. Dans le cadre
du placement propose de reçu de souscription de LEEF Brands Inc.., le soussigné consent par les présentes à
ce que la documentation relative à ce placement proposé, y compris la convention de souscription, soit rédigée
et soumise en la langue anglaise seulement.

 23.
Time of Essence. Time shall be of the essence of this Subscription Agreement.

 24.
Currency. All dollar amounts referred to in this Subscription Agreement are in U.S. dollars, unless
otherwise indicated.

 25.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things
and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable
for the purpose of carrying out the provisions and intent of this Subscription Agreement.

 26.
Singular and Plural, etc. Where the context so requires, words importing the singular number include
the plural and vice versa, and words importing gender shall include the masculine, feminine, and neuter genders.

 27.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or
interpretation hereof.

 28.
Notices. Any and all notices, designations, consents, offers, acceptances or any other communication
provided for herein; shall be given in writing by (i) recognized local same day or next day delivery courier, (ii) when sent by electronic
mail (without receipt of any transmission error message), or (iii) Federal Express or other similar internationally recognized overnight
delivery service, in each instance, with receipt requested; shall be deemed to have been given on the earlier to occur of the date of
actual delivery, or one day after delivered to Federal Express or other similar internationally recognized overnight delivery service
for next day delivery; and shall be addressed, in the case of the Purchaser, to the address of the Purchaser indicated on the signature
page hereto, and in the case of the Company, to the address indicated on the instruction page, or in each case, to such other address
as may be designated in writing by either party pursuant to this Section.

 [remainder
of page intentionally left blank]

 - 21 -

 SCHEDULE
A

 TERM
SHEET

 Issuer

 LEEF
 Brands Inc. (the “ Company ”)

 Offering

 Up
 to USD $3.0 million of Units (the “ Offering ”)

 Issue
 Price

 CAD
 $0.25 per Unit.

 Units

 Each
 “ Unit ” shall consist of: (a) one common share of the Company (each, a “ Common Share ”); and
 (b) one warrant entitling the holder thereof to purchase one Common Share on the terms set out therein (each, a “ Warrant ”).

 Warrants

 Each
 Warrant shall:

 1.
 entitle
 the holder thereof to purchase one Common Share at an exercise price of CAD $0.30 per Common Share; and

 2.
 expire 24 months from the date of issuance.

 Voting

 Holders
 of Common Shares are entitled to one vote per common share at all meetings of the Company’s shareholders.

 Dividends

 Holders
 of Common Shares are entitled to receive dividends as and when declared by the directors of the Company.

 Use
 of Proceeds

 Proceeds
 of the Offering shall be used primarily for commencement and support of operations at the farm known as Salisbury Canyon Ranch.

 Closing

 On
 or about March 12, 2026 (the “ Closing ”).

 Agent

 The
 Company may pay participating securities dealers a fee, commensurate with prevailing industry norms, in cash and/or warrants.

 Hold
 Period

 The
 Units issued in the Offering will be subject to a four month hold period under provincial
 securities laws in Canada and the Canadian Securities Exchange (“ CSE ”)
 policies, and may be subject to additional resale restrictions based upon the jurisdiction
 in which the Purchaser is resident.

 The
 Units have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws
 of any state of the United States, and may not be offered or sold to any person who is a U.S. Purchaser absent registration or an
 exemption from applicable registration requirements.

 The
 Purchaser is advised to consult its own legal counsel or advisors to determine the resale restrictions that may be applicable to
 them.

 Conditions

 Closing
 of the Offering is subject to the following:

 1.
 Receipt of applicable
 corporate, regulatory and other third party approvals, including the CSE.

 2.
 Completion by the Company,
 the Purchaser and their respective advisors of “due diligence” investigations satisfactory to the parties in their respective
 sole discretion.

 3.
 No material adverse
 change in the affairs of the Company having occurred.

 Definitive
 Agreement

 To
 effect the Offering, the Company and the Purchaser shall enter into a definitive subscription agreement and related agreements, which
 shall contain the terms, conditions, representations, warranties and covenants set out in this Term Sheet and such other the terms,
 conditions, representations, warranties and covenants as are customary for transactions of the nature and magnitude contemplated
 herein (collectively, the “ Definitive Agreement ”). The Company and the Purchaser shall use commercially reasonable
 efforts to enter into the Definitive Agreement by Closing.

 Confidentiality

 This
 Term Sheet is subject to the Confidentiality Agreement entered into between the Purchaser and the Company, and accordingly the existence,
 status and terms of the parties’ negotiations and agreements regarding the Offering will be kept confidential.

 SCHEDULE
B

 Accredited
Investor Status Certificate

 Capitalized
terms not specifically defined in this Schedule B have the meanings ascribed to them in the Subscription Agreement to which this
 Schedule B is attached.

 The
categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure
as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.

 In
connection with the purchase by the undersigned Purchaser of the Purchaser’s Securities, the Purchaser, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Purchaser is acting (collectively, the “ Purchaser ”), hereby
represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are relying thereon)
that:

 (a) the
 Purchaser is resident in or otherwise subject to the securities laws of one of the Provinces
 of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland
 and Labrador, Nova Scotia, New Brunswick or Prince Edward Island;

 (b) the
 Purchaser is purchasing the Purchaser’s Securities as principal for its own account
 and not for the benefit of any other person or is deemed to be purchasing as principal pursuant
 to NI 45-106;

 (c) the
 Purchaser is an “accredited investor” within the meaning of NI 45-106 on the
 basis that the undersigned fits within one of the categories of an “accredited investor”
 reproduced below beside which the undersigned has indicated the undersigned belongs to such
 category;

 (d) the
 Purchaser was not created or is not used solely to purchase or hold securities as an accredited
 investor as described in paragraph (m) below;

 (e) if
 the Purchaser is an individual and does not meet the criteria set out in subparagraph (j.1)
 of this Schedule B , it has duly completed and executed a copy of the Risk Acknowledgement
 Certificate in the form attached hereto as Appendix I to this Schedule B ;

 (f) upon
 execution of this Schedule B by the Purchaser, this Schedule B shall be incorporated
 into and form a part of the Subscription Agreement.

 (PLEASE
CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

 ☐
 (a)
 except
 in Ontario, a Canadian financial institution, or a Schedule III bank;

 (a.1)
 in
 Ontario, a financial institution that is (i) a bank listed in Schedule I, II or III of the
 Bank Act (Canada); (ii) an association to which the Cooperative Credit Associations
 Act (Canada) applies or a central cooperative credit society for which an order has been
 made under subsection 473(1) of that Act; or (iii) a loan corporation, trust company, trust
 corporation, insurance company, treasury branch, credit union, caisse populaire, financial
 services cooperative or credit union league or federation that is authorized by a statute
 of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

 ☐
 (b)
 the
 Business Development Bank of Canada incorporated under the Business Development Bank of
 Canada Act (Canada);

 - B 2 -

 ☐
 (c)
 a
 subsidiary of any person referred to in paragraphs (a), (a.1) or (b), if the person owns
 all of the voting securities of the subsidiary, except the voting securities required by
 law to be owned by directors of that subsidiary;

 ☐
 (d)
 a
 person registered under the securities legislation of a jurisdiction of Canada as an adviser
 or dealer, except in Ontario as otherwise prescribed by the regulations under the Securities
 Act (Ontario);

 ☐
 (e)
 an
 individual registered or formerly registered under the securities legislation of a jurisdiction
 of Canada as a representative of a person referred to in paragraph (d);

 ☐
 (e.1)
 an
 individual formerly registered under the securities legislation of a jurisdictio of Canada,
 other than an individual formerly registered solely as a representative of a limited market
 dealer under one or both of the Securities Act (Ontario) or the Securities Act
 (Newfoundland and Labrador),

 ☐
 (f)
 the
 Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly
 owned entity of the Government of Canada or a jurisdiction of Canada;

 ☐
 (g)
 a
 municipality, public board or commission in Canada and a metropolitan community, school board,
 the Comité de gestion de la taxe scolaire de l’île de Montréal
 or an intermunicipal management board in Québec;

 ☐
 (h)
 any
 national, federal, state, provincial, territorial or municipal government of or in any foreign
 jurisdiction, or any agency of that government;

 ☐
 (i)
 a
 pension fund that is regulated by the Office of the Superintendent of Financial Institutions
 (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

 ☐
 (j)
 an
 individual who, either alone or with a spouse, beneficially owns financial assets having
 an aggregate realizable value that before taxes, but net of any related liabilities, exceeds
 $1,000,000 (note: check only if you do not qualify under option (j.1) immediately below) ;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (j.1)
 an
 individual who beneficially owns financial assets having an aggregate realizable value that
 before taxes, but net of any related liabilities, exceeds $5,000,000 (note: if individual
 accredited investors wish to purchase through wholly-owned holding companies or similar entities,
 such purchasing entities must qualify under section (t) below, which must be initialled) ;

 ☐
 (k)
 an
 individual whose net income before taxes exceeded $200,000 in each of the two most recent
 calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000
 in each of the two most recent calendar years and who, in either case, reasonably expects
 to exceed that net income level in the current calendar year;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (l)

 an
 individual who, either alone or with a spouse, has net assets of at least $5,000,000;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (m)
 a
 person, other than an individual or investment fund, that has net assets of at least $5,000,000
 as shown on its most recently prepared financial statements;

 (n)
 an
 investment fund that distributes or has distributed its securities only to

 (i)
 a
 person that is or was an accredited investor at the time of the distribution

 (ii)
 a
 person that acquires or acquired securities in the circumstances referred to in sections 2.10 [ Minimum amount investment ]
 or 2.19 [ Additional investment in investment funds ] of NI 45-106, or

 (iii)
 a
 person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [ Investment fund reinvestment ]
 of NI 45-106;

 - B 3 -

 ☐
 (o)
 an
 investment fund that distributes or has distributed securities under a prospectus in a jurisdiction
 of Canada for which the regulator or, in Québec, the securities regulatory authority,
 has issued a receipt;

 ☐
 (p)
 a
 trust company or trust corporation registered or authorized to carry on business under the
 Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction
 of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed
 by the trust company or trust corporation, as the case may be;

 ☐
 (q)
 a
 person acting on behalf of a fully managed account managed by that person, if that person
 (i) is registered or authorized to carry on business as an adviser or the equivalent under
 the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

 ☐
 (r)
 a
 registered charity under the Income Tax Act (Canada) that, in regard to the trade,
 has obtained advice from an eligibility adviser or an adviser registered under the securities
 legislation of the jurisdiction of the registered charity to give advice on the securities
 being traded;

 ☐
 (s)
 an
 entity organized in a foreign jurisdiction that is analogous to any of the entities referred
 to in paragraphs (a) to (d) or paragraph (i) in form and function;

 ☐
 (t)
 a
 person in respect of which all of the owners of interests, direct, indirect or beneficial,
 except the voting securities required by law to be owned by directors, are persons that are
 accredited investors;

 ☐
 (u)
 an
 investment fund that is advised by a person registered as an adviser or a person that is
 exempt from registration as an adviser;

 ☐
 (v)
 a
 person that is recognized or designated by the securities regulatory authority or, except
 in Ontario and Québec, the regulator as an accredited investor; or

 ☐
 (w)
 a
 trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
 of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse
 of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited
 investor’s spouse or of that accredited investor’s former spouse.

 For
the purposes hereof, the following definitions are included for convenience:

 (a) “ Canadian
 financial institution ” means (i) an association governed by the Cooperative
 Credit Associations Act (Canada) or a central cooperative credit society for which an
 order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust
 company, trust corporation, insurance company, treasury branch, credit union, caisse populaire,
 financial services cooperative, or league that, in each case, is authorized by an enactment
 of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of
 Canada;

 (b) “ company ”
 means any corporation, incorporated association, incorporated syndicate or other incorporated
 organization;

 (c) “ control
 person ” means

 (i) a
 person who holds a sufficient number of the voting rights attached to all outstanding voting
 securities of an issuer to affect materially the control of the issuer, or

 (ii) each
 person in a combination of persons, acting in concert by virtue of an agreement, arrangement,
 commitment or understanding, which holds in total a sufficient number of the voting rights
 attached to all outstanding voting securities of an issuer to affect materially the control
 of the issuer,

 and,
if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer,
the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting
rights to affect materially the control of the issuer;

 - B 4 -

 (d) “ director ”
 means

 (i) a
 member of the board of directors of a company or an individual who performs similar functions
 for a company, and

 (ii) with
 respect to a person that is not a company, an individual who performs functions similar to
 those of a director of a company;

 (e) “ eligibility
 adviser ” means

 (i) a
 person that is registered as an investment dealer and authorized to give advice with respect
 to the type of security being distributed; and

 (ii) in
 Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing
 with a law society of a jurisdiction of Canada or a public accountant who is a member in
 good standing of an institute or association of chartered accountants, certified general
 accountants or certified management accountants in a jurisdiction of Canada provided that
 the lawyer or public accountant must not:

 (A) have
 a professional, business or personal relationship with the issuer, or any of its directors,
 executive officers, founders or control persons, and

 (B) have
 acted for or been retained personally or otherwise as an employee, executive officer, director,
 associate or partner of a person that has acted for or been retained by the issuer or any
 of its directors, executive officers, founders or control persons within the previous 12
 months;

 (f) “ entity ”
 means a company, syndicate, partnership, trust or unincorporated organization;

 (g) “ executive
 officer ” means, for an issuer, an individual who is

 (i) a
 chair, vice-chair or president,

 (ii) a
 vice-president in charge of a principal business unit, division or function including sales,
 finance or production, or

 (iii) performing
 a policy-making function in respect of the issuer;

 (h) “ financial
 assets ” means cash, securities, or a contract of insurance, a deposit or an evidence
 of a deposit that is not a security for the purposes of securities legislation;

 (i) “ foreign
 jurisdiction ” means a country other than Canada or a political subdivision of a
 country other than Canada;

 (j) “ founder ”
 means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert
 with one or more persons, directly or indirectly, takes the initiative in founding, organizing
 or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution
 or trade is actively involved in the business of the issuer;

 (k) “ fully
 managed account ” means an account of a client for which a person makes the investment
 decisions if that person has full discretion to trade in securities for the account without
 requiring the client’s express consent to a transaction;

 - B 5 -

 (l) “ investment
 fund ” means a mutual fund or a non-redeemable investment fund, and, for greater
 certainty in British Columbia, includes an employee venture capital corporation that does
 not have a restricted constitution, and is registered under Part 2 of the Employee Investment
 Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making
 multiple investments and a venture capital corporation registered under Part 1 of the Small
 Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business
 objective is making multiple investments;

 (m) “ jurisdiction ”
 or “jurisdiction of Canada” means a province or territory of Canada except when
 used in the term foreign jurisdiction;

 (n) “ non-redeemable
 investment fund ” means an issuer:

 (i) whose
 primary purpose is to invest money provided by its securityholders;

 (ii) that
 does not invest

 (A) for
 the purpose of exercising or seeking to exercise control of an issuer, other than an issuer
 that is a mutual fund or a non-redeemable investment fund, or

 (B) for
 the purpose of being actively involved in the management of any issuer in which it invests,
 other than an issuer that is a mutual fund or a non-redeemable investment fund, and

 (iii) that
 is not a mutual fund;

 (o) “ person ”
 includes

 (i)
an individual;

 (ii)
a corporation;

 (iii)
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not;
and

 (iv)
an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

 (p) “ related
 liabilities ” means liabilities incurred or assumed for the purpose of financing
 the acquisition or ownership of financial assets and liabilities that are secured by financial
 assets;

 (q) “ Schedule
 III bank ” means an authorized foreign bank named in Schedule III of the Bank
 Act (Canada);

 (r) “ spouse ”
 means an individual who (i) is married to another individual and is not living separate and
 apart within the meaning of the Divorce Act (Canada), from the other individual, (ii)
 is living with another individual in a marriage-like relationship, including a marriage-like
 relationship between individuals of the same gender, or (iii) in Alberta, is an individual
 referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning
 of the Adult Interdependent Relationships Act (Alberta); and

 (s) “ subsidiary ”
 means an issuer that is controlled directly or indirectly by another issuer and includes
 a subsidiary of that subsidiary.

 Under
NI 45-106 a person or company is an affiliate of another person or company if one is a subsidiary of the other, or if each of them is
controlled by the same person or company.

 Under
NI 45-106 and except under Part 2 Division 4 of NI 45-106, a person (first person) is considered to control another person (second person)
if (a) the first person beneficially owns or, directly or indirectly, exercises control or direction over securities of the second person
carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless
that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited
partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership
and the general partner of the limited partnership is the first person.

 - B 6 -

 Under
NI 45-106 a trust company or trust corporation described in paragraph (p) above of the definition of “accredited investor”
(other than in respect of a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered
or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada)
is deemed to be purchasing as principal.

 Under
NI 45-106 a person described in paragraph (q) above of the definition of “accredited investor” is deemed to be purchasing
as principal.

 The
foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned
shall give immediate written notice of such fact to the Company prior to the Closing Time.

 DATED:

 SIGNED:

 Witness
 (if Purchaser is an individual)

 Print
 the name of witness

 Print
 the name of Purchaser

 If
 Purchaser is not an individual,

 print
 name and title of authorized signing officer

 - B 7 -

 APPENDIX
I TO SCHEDULE B

 RISK
ACKNOWLEDGEMENT CERTIFICATE

 WARNING!

 This
 investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

 SECTION
 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

 1.
 About your investment

 Type
 of securities: Units

 Issuer:
 LEEF Brands Inc.

 Purchased
 from : Issuer

 SECTIONS
 2 TO 4 TO BE COMPLETED BY THE PURCHASER

 2.
 Risk acknowledgement

 This
 investment is risky. Initial that you understand that:
 Your

 Initials

 Risk
 of loss – You could lose your entire investment of $ __________________ . [ Instruction: Insert the total dollar
 amount of the investment.]

 Liquidity
 risk – You may not be able to sell your investment quickly – or at all.

 Lack
 of information – You may receive little or no information about your investment.

 Lack
 of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the
 salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment.
 To check whether the salesperson is registered, go to www.aretheyregistered.ca .

 3.
 Accredited investor status

 You
 must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to
 you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the
 definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about
 whether you meet these criteria.
 Your

 initials

 ●
 Your
 net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000
 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

 ●
 Your
 net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and
 you expect your combined net income before taxes to be more than $300,000 in the current calendar year.

 ●
 Either
 alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and
 securities.

 ●
 Either
 alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real
 estate) minus your total debt.)

 - B 8 -

 4.
 Your name and signature

 By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.

 First
 and last name (please print) :

 Signature:
 Date:

 SECTION
 5 TO BE COMPLETED BY THE SALESPERSON

 5.
 Salesperson information

 [Instruction:
 The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That
 could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration
 requirement.]

 First
 and last name of salesperson (please print):

 Telephone:
 Email:

 Name
 of firm (if registered):

 SECTION
 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

 6.
 For more information about this investment

 LEEF
 Brands Inc.

 Suite
 2500 Park Place, 666 Burrard Street

 Vancouver,
 BC V6C 2X8

 Contact
 person: Kevin Wilson

 Email:
 kevin@leefca.com

 For
 more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca .

 SCHEDULE
C

 FOREIGN
PURCHASER’S CERTIFICATE

 (Residents
of Jurisdictions other than Canada and Non-U.S. Purchasers)

 TO:
LEEF BRANDS INC. (the “ Company ”)

 Capitalized
terms not specifically defined in this Schedule C have the meanings ascribed to them in the Subscription Agreement to which this
 Schedule C is attached.

 In
connection with the purchase by the undersigned Purchaser of the Purchaser’s Securities, the Purchaser, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Purchaser is acting, hereby represents, warrants, covenants and certifies to
the Company (and acknowledges that the Company and its counsel are relying thereon) that:

 1. it
 is knowledgeable of, or has been independently advised as to, the applicable securities laws
 of the securities regulatory authorities (“ Authorities ”) having application
 in its jurisdiction of residence or by which it is otherwise governed (the “ International
 Jurisdiction ”) that would apply to this subscription, if there are any;

 2. it
 is purchasing the Securities pursuant to exemptions from any substantive or procedural requirements
 (including without limitation exemptions from prospectus or registration requirements or
 equivalent requirements) under the applicable securities laws of the Authorities in the International
 Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the Securities
 under the applicable securities laws of the Authorities in the International Jurisdiction
 without the need to rely on any exemption;

 3. by
 committing to acquire the Securities, it has obtained all necessary consents and authorizations
 to enable it to agree to subscribe for the Securities and to perform its obligations under
 this Subscription Agreement and it has otherwise observed the laws and regulatory requirements
 of the International Jurisdiction, obtained any requisite governmental or other consents,
 complied with all requisite formalities and paid any issue, transfer or other taxes due in
 such International Jurisdiction in connection with its acceptance and it has not taken any
 action which will or may result in the Company acting in breach of any regulatory or legal
 requirements of any territory or jurisdiction in connection with the Offering;

 4. the
 applicable laws of the Authorities in the International Jurisdiction do not require the Company
 to make any filings or seek any approvals or exemptions of any nature whatsoever from any
 Authority of any kind whatsoever in the International Jurisdiction in connection with the
 sale of the Securities;

 5. the
 purchase of the Securities by the Purchaser does not trigger: (a) any obligation to prepare
 and file a prospectus or similar document, (b) any other report with respect to such purchase
 in the International Jurisdiction or (c) any continuous disclosure reporting obligation of
 the Company in the International Jurisdiction;

 6. it
 will provide such evidence of compliance with all such matters as the Company or its counsel
 may request and it will, if requested by the Company, deliver to the Company, as applicable,
 a certificate or opinion of local counsel from the International Jurisdiction which will
 confirm the matters referred to in paragraphs 2, 3 and 4 above to the satisfaction of the
 Company, as the case may be;

 7. upon
 execution of this Schedule C by or on behalf of the Purchaser, this Schedule C
 shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms
 used herein but not defined shall have the meanings ascribed to them in the Subscription
 Agreement to which this Schedule C is attached;

 8. if
 any representations and warranties contained in this Schedule C shall not be true
 and accurate prior to the Closing Time, the undersigned shall give immediate written notice
 of such fact to the Company prior to the Closing Time;

 9. The
 Subscriber has no intention to sell or distribute either directly or indirectly any of the
 Purchased Securities in Canada; and

 10. The
 Subscriber’s purchase of the Purchased Securities is not part of a plan or scheme to
 avoid the prospectus requirements in connection with a distribution to a person or company
 in Canada.

 - C 2 -

 DATED:

 SIGNED:

 Witness
 (if Purchaser is an individual)

 Print
 the name of witness

 Print
 the name of Purchaser

 If
 Purchaser is not an individual,

 print
 name and title of authorized signing officer

 Address
 of Purchaser

 Address
 of Purchaser (cont’d)

 SCHEDULE
D

 U.S.
 PURCHASER’S certificate

 TO:
LEEF BRANDS INC. (the “ Company ”)

 Reference
is made to the subscription agreement between the Company and the undersigned (referred to herein as the “ Purchaser ”)
dated as of the date hereof to which this Schedule D is attached (the “ Subscription Agreement ”). Upon execution
of this Subscriber Certificate by the Purchaser, this Subscriber Certificate will be incorporated into and form a part of the Subscription
Agreement. Capitalized terms not specifically defined in this Schedule D have the meanings ascribed to them in the Subscription
Agreement to which this Schedule D is attached.

 In
connection with the purchase of the Purchaser’s Securities by the Purchaser, the Purchaser represents, warrants and covenants and
certifies to the Company and acknowledges that the Company is relying thereon that:

 (a) the
 Purchaser is purchasing the Units comprised of Common Shares and Warrants (and the underlying
 Warrant Shares) (collectively, the “ Securities ”) for its own account (or
 for the account or one or more beneficial purchasers over which the Purchaser has sole investment
 discretion) and the Securities are being purchased for investment purposes only and not with
 a view to resale or distribution or for the account or benefit of anyone other than the Purchaser
 (or such beneficial purchaser). The Purchaser has no intention to distribute either directly
 or indirectly any of the Securities in the United States; provided, however, that this paragraph
 shall not restrict the Purchaser from selling or otherwise disposing of any of the Securities
 pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state
 securities laws or under an exemption from such registration requirements;

 (b) the
 Purchaser understands and acknowledges that the Securities have not been and will not be
 registered under the U.S. Securities Act or the securities laws of any state of the United
 States, and that the offer and sale of Securities to it are being made in reliance upon the
 exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities
 Act and similar exemptions under applicable state securities laws;

 (c) the
 Purchaser (and any beneficial purchaser) is an “accredited investor”, within
 the meaning of Rule 501(a) of Regulation D (a “ U.S.
 Accredited Investor ”), and satisfies the category
 of U.S. Accredited Investor set forth below:

 (PLEASE
CHECK THE BOX FOR THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR AND EXECUTE THIS CERTIFICATE ON THE LAST PAGE HEREOF. PLEASE INITIAL
“P” BESIDE THE CATEGORY FOR THE PURCHASER AND “BP” BESIDE THE CATEGORY FOR THE BENEFICIAL PURCHASER.)

 _____Category
 1.

 A
 bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

 _____Category
 2.

 A
 savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in
 its individual or fiduciary capacity; or

 _____Category
 3.

 A
 broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or

 _____Category
 4.

 An
 insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or

 - D 2 -

 _____Category
 5.

 An
 investment company registered under the United States Investment Company Act of 1940, as amended; or

 _____Category
 6.

 A
 business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or

 _____Category
 7.

 A
 small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States
 Small Business Investment Act of 1958, as amended; or

 _____Category
 8.

 A
 plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political
 subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

 _____Category
 9.

 An
 employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, in which
 the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and
 loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of
 U.S. $5,000,000 or, if a self directed plan, with investment decisions made solely by persons who are U.S. Accredited Investors;
 or

 _____Category
 10.

 A
 private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended;
 or

 _____Category
 11.

 An
 organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1976, as amended, a corporation, a Massachusetts
 or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Securities, with total assets in
 excess of U.S. $5,000,000; or

 _____Category
 12.

 A
 trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
 is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act;

 _____Category
 13.

 Any
 director or executive officer of the Company; or

 _____Category
 14.

 Any
 natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds U.S. $1,000,000 (for purposes
 of calculating net worth: (i) a person’s primary residence shall not be included as an asset, (ii) indebtedness that is secured
 by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of
 the Securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale
 of the Securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary
 residence, the amount of such excess shall be included as a liability) and (iii) indebtedness that is secured by the person’s
 primary residence in excess of the estimated fair market value of the primary residence at the time of sale of the Securities shall
 be included as a liability); or

 _____Category
 15.

 A
 natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with
 that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same
 income level in the current year; or

 _____Category
 16.

 An
 entity in which all of the equity owners are U.S. Accredited Investors;

 - D 3 -

 (d) the
 Purchaser acknowledges that it has not purchased the Securities as a result of any form of
 “general solicitation” or “general advertising” within the meaning
 of Regulation D under the U.S. Securities Act, including, without limitation, advertisements,
 articles, notices or other communications published in any newspaper, magazine or similar
 media or on the internet, or broadcast over radio, television, or the internet, or any seminar
 or meeting whose attendees have been invited by general solicitation or general advertising;

 (e) the
 Purchaser understands and agrees that the Securities will be “restricted securities”
 within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that if it decides
 to offer, sell, pledge or otherwise transfer the Securities, it may not offer, sell, pledge
 or otherwise transfer any of such Securities, directly or indirectly, unless the transfer
 is made:

 (i) to
 the Company;

 (ii) outside
 the United States in a transaction meeting the requirements of Rule 904 of Regulation S and
 in compliance with applicable local laws and regulations;

 (iii) in
 compliance with (A) Rule 144A under the U.S. Securities Act, if available, or (B) Rule 144
 under the U.S. Securities Act, if available, and, in e…

EX-1.2 · ex1-2.htm

EX-1.2
 3
 ex1-2.htm
 EX-1.2

 Exhibit 1.2

 SUBSCRIPTION
AGREEMENT

 A
completed and originally executed copy of this Subscription Agreement, including all applicable schedules hereto, must be delivered in
hard copy or electronically, by no later than 4:00 p.m. (Toronto time) on [_] , 2026 to: LEEF Holdings, Inc., 175 North Lenore
Avenue, Willits, California, Attention: Kevin Wilson.

 TO: LEEF
 Brands Inc. (the “ Company ”)

 The
undersigned (the “ Purchaser ”), on its own behalf, and, if applicable, on behalf of those for whom the undersigned
is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase the number of preferred shares (the “ Preferred
Shares ”) of the Company set out below, at a price of CAD $0.38 per Preferred Share, subject to the following terms and conditions.
Each Preferred Share is convertible into one Common Share of the Company (each, a “ Conversion Share ”) at a conversion
price of CAD $0.38 per Common Share. This subscription agreement, which for certainty includes and incorporates the attached Terms and
Conditions of Subscription (the “ Terms and Conditions of Subscription ”) and the schedules attached hereto, are collectively
referred to as the “ Subscription Agreement ”. A Term Sheet with respect to the offering is attached hereto Schedule
A. The Accredited Investor Status Certificate attached hereto as Schedule B , the Foreign Purchaser’s Certificate attached
hereto as Schedule C and the U.S. Purchaser’s Certificate attached hereto as Schedule D , are each referred to in
the Subscription Agreement as a “ Subscriber Certificate ” and collectively referred to in the Subscription Agreement
as the “ Subscriber Certificates ”. The Purchaser, on its own behalf, and, if applicable, on behalf of each beneficial
purchaser, if any, for whom the Purchaser is acting as trustee or agent, agrees to be bound by the Terms and Conditions of Subscription,
including without limitation the representations, warranties and covenants set forth in the schedules attached thereto, and the representations,
warranties and covenants set forth in the applicable Subscriber Certificate, and acknowledges and agrees, without limitation, that the
Company and its counsel may rely on the Purchaser’s representations, warranties and covenants contained in the Subscription Agreement.

 Issuer:
 LEEF Brands Inc.

 Issue:
 Preferred Shares

 Issue
 Price Per Preferred Share:

 CAD
 $0.38

 Total
 Purchase Price (USD): 1

 $

 Number
 and kind of securities of the Company currently owned (directly or indirectly)

 Registrant
 (Y/N) (for Purchasers resident in British Columbia only)

 DATED
this 12 th day of March, 2026.

 1 The
 number of Preferred Shares to be delivered to the Purchaser will be determined using the
 USD:CAD exchange rate published by the Bank of Canada on a date that is no more than two
 business days prior to the Closing Time. The total number of Preferred Shares issued will
 be rounded down to the nearest whole number. No fractional Preferred Shares shall be issued.

 - 2 -

 Name
 and Address of Purchaser

 (Name
 of Purchaser - please print)

 (Purchaser’s
 Address)

 by

 Authorized
 Signature

 (Address)

 (Official
 Capacity or Title – please print)

 (Telephone
 Number)

 (Please
 print name of individual whose signature appears above if different than the name of the Purchaser printed above.)

 (Email
 Address)

 Details
of Beneficial Purchaser (i.e. party for whom the undersigned is contracting, if not the same as the Purchaser identified above).
If the Purchaser is signing as agent for a principal and is not a trust company or a portfolio manager, in either case, purchasing as
trustee or agent for accounts fully managed by it, please ensure that Schedule B, Schedule C or Schedule D hereto, as applicable,
is completed on behalf of such principal.

 (Beneficial
 Purchaser’s Name – please print)

 (Beneficial
 Purchaser’s Address)

 (if
 space is inadequate please attach a schedule containing the necessary information)

 (Beneficial
 Purchaser’s Telephone Number)

 Registration
 Instructions:

 Delivery
 Instructions:

 (Name)

 (Account
 Reference, if applicable)

 (Account
 Reference, if applicable)

 (Address)

 (Contact
 Name)

 (Address)

 (Address)

 (Address)

 (Address)

 (Address)

 (Telephone
 Number)

 (Email
 Address)

 - 3 -

 ACCEPTANCE

 The
foregoing is acknowledged, accepted, and agreed to this _____ day of __________________, 2026.

 LEEF BRANDS INC.

 Per:

 Name:
 Micah Anderson

 Title:
 Director and Chief Executive Officer

 TERMS
AND CONDITIONS OF SUBSCRIPTION

 1.
Subscription.

 The
Purchaser hereby tenders to the Company this Subscription Agreement which, upon acceptance by the Company, will constitute an irrevocable
agreement of the Purchaser to purchase from the Company, and of the Company to sell to the Purchaser, the number of Preferred Shares
set out on the face page hereof (the “ Purchaser’s Securities ”) at a price of CAD $0.38 per Preferred Share (the
“ Issue Price ”), all on the terms and subject to the conditions set out in this Subscription Agreement. The Purchaser’s
Securities form part of a larger offering of Preferred Shares (the “ Offering ”) for total gross proceeds of up to approximately
USD $3,000,000. The Offering is being made on a private placement basis.

 The
Company may increase the Offering (“ Increased
Offering ”) at the Company’s sole discretion. There is no fixed minimum amount of gross
proceeds. Unless the context otherwise requires, all references herein to Offering, Preferred Shares, Conversion Shares and Securities
include any such securities of the Company issuable in connection with the Increased Offering.

 2.
Definitions.

 In
this Subscription Agreement, unless the context otherwise requires:

 (a) “ associate ”,
 “ affiliate ” and “ distribution ” and “ insider ”
 have the respective meanings ascribed to them in the Securities Act (Ontario);

 (b) “ CAD ”
 means Canadian Dollars, the lawful currency of Canada;

 (c) “ Closing ”
 means the completion of the issue and sale by the Company and the purchase by the Purchasers
 of Preferred Shares pursuant to the provisions of this Subscription Agreement;

 (d) “ Closing
 Date ” has the meaning ascribed to it in Section 4 of this Subscription Agreement;

 (e) “ Closing
 Time ” means 4:00 p.m. (Toronto time) on the Closing Date or such other time on
 the Closing Date as the Company may decide in its sole discretion;

 (f) “ Common
 Shares ” means common shares in the capital of the Company as constituted from time
 to time;

 (g) “ Company ”
 has the meaning ascribed to it on the face page of this Subscription Agreement;

 (h) “ Conversion
 Shares ” has the meaning ascribed to it on the face page of this Subscription Agreement;

 (i) “ Designated
 Jurisdictions ” means all of the provinces of Canada, to the extent that any Purchasers
 are resident therein;

 (j) “ Governmental
 Entity ” has the meaning ascribed to it in Section 5(f) of this Subscription Agreement;

 (k) “ Increased
 Offering ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (l) “ Initial
 Closing Date ” means March 12, 2026 or such other date as the Company may decide
 in its sole discretion;

 (m) “ Issue
 Price ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (n) “ Money
 Laundering Laws ” has the meaning ascribed to it in Section 5(h) of this Subscription
 Agreement;

 (o) “ NI
 45-106 ” means National Instrument 45-106 Prospectus and Registration Exemptions
 as such instrument is in effect at Closing in the Designated Jurisdiction in which the Purchaser
 resides;

 (p) “ Offering ”
 has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 - 5 -

 (q) “ person ”
 shall be broadly interpreted and shall include an individual, firm, corporation, syndicate,
 partnership, trust, association, unincorporated organization, joint venture, investment club,
 government or agency or political subdivision thereof and every other form of legal or business
 entity of whatsoever nature or kind;

 (r) “ Personal
 Information ” means any information about a person (whether an individual or otherwise)
 required to be disclosed to a Securities Commission or stock exchange, whether pursuant to
 a form or request made by a Securities Commission or stock exchange, and includes, but is
 not limited to, the amount of Preferred Shares purchased by such person and whether the Purchaser
 is an “insider” of the Company or a “registrant” (each as defined
 under applicable Securities Laws of the Province of Ontario) or any other information contained
 in this Subscription Agreement (including, for greater certainty, the Subscriber Certificates
 incorporated by reference herein);

 (s) “ Preferred
 Shares ” has the meaning ascribed to it on the face page of this Subscription Agreement;

 (t) “ Purchase
 Price ” means the product of the Issue Price and the total number of Purchaser’s
 Securities subscribed for under this Subscription Agreement;

 (u) “ Purchaser ”
 has the meaning ascribed to it on the face page of this Subscription Agreement;

 (v) “ Purchaser’s
 Securities ” has the meaning ascribed to it in Section 1 of this Subscription Agreement;

 (w) “ Purchasers ”
 means, collectively, all purchasers of the Preferred Shares, including the Purchaser and
 each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent;

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

 (y) “ Sanctions ”
 has the meaning ascribed to it in Section 5(i) of this Subscription Agreement;

 (z) “ Securities ”
 means collectively, the Preferred Shares and the Conversion Shares;

 (aa) “ Securities
 Commissions ” means, collectively, the applicable securities commission or other
 securities regulatory authority in each of the Designated Jurisdictions;

 (bb) “ Securities
 Laws ” means, collectively, the applicable securities laws of each of the Designated
 Jurisdictions and the respective regulations and rules made and forms prescribed thereunder
 together with all applicable and legally enforceable published policy statements, multilateral
 or national instruments, blanket orders, rulings and notices of the Securities Commissions;

 (cc) “ Subscriber
 Certificate ” has the meaning ascribed to it on the face page of this Subscription
 Agreement;

 (dd) “ Subscription
 Agreement ” has the meaning ascribed to it on the face page of this Subscription
 Agreement;

 (ee) “ Terms
 and Conditions of Subscription ” has the meaning ascribed to it on the face page
 of this Subscription Agreement;

 (ff) “ U.S.
 Person ” means a U.S. person as defined in Rule 902(k) of Regulation S under the
 U.S. Securities Act;

 (gg) “ U.S.
 Purchaser ” means any person who is (i) in the United States, (ii) a U.S. Person,
 (iii) purchasing the Purchaser’s Securities for the account or benefit of a person
 that is in the United States or a U.S. Person, (iv) a person that received an offer to purchase
 the Purchaser’s Securities while in the United States or (v) a person that executed
 this Subscription Agreement while in the United States;

 (hh) “ U.S.
 Securities Act ” means the United States Securities Act of 1933, as amended; and

 (ii) “ United
 States ” means the United States of America, its territories and possessions, any
 State of the United States and the District of Columbia.

 - 6 -

 3.
Delivery and Payment.

 The
Purchaser agrees that the following shall be delivered to LEEF Holdings, Inc. at the address and by the date and time set out on the
face page hereof, or such other time, date or place as the Company may advise:

 (a) a
 completed and duly signed copy of this Subscription Agreement;

 (b) one
 of the following:

 (i) if
 the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, is resident in Canada and purchasing the Purchaser’s Securities in reliance
 on the “accredited investor” exemption provided by Section 2.3 of NI 45-106:

 (A) a
 duly completed and executed copy of the Accredited Investor Status Certificate in the form
 attached hereto as Schedule B ; and

 (B) if
 the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent is an individual and does not meet the criteria set out in subparagraph (j.1) of
 the Accredited Investor Status Certificate attached hereto as Schedule B , a duly completed
 and executed copy of the Risk Acknowledgement Certificate in the form attached hereto as
 Appendix I to Schedule B ; or

 (ii) if
 the Purchaser or beneficial purchaser, if any, is resident in a jurisdiction outside of Canada
 and is not a U.S. Purchaser, a duly completed and executed copy of the Foreign Purchaser’s
 Certificate in the form attached hereto as Schedule C ;

 (iii) if
 the Purchaser is a U.S. Purchaser, a duly completed and executed copy of the U.S. Purchaser’s
 Certificate in the form attached hereto as Schedule D ;

 (c) a
 certified cheque, bank draft or wire transfer made payable on or before the Closing Date
 in same day freely transferable U.S. funds to “ LEEF Holdings, Inc. ” representing
 the Purchase Price payable by the Purchaser for the Purchaser’s Securities, or such
 other method of payment of the same amount against delivery of the Purchaser’s Securities
 as the Company may accept; and

 (d) any
 other documents required by the Securities Laws which the Company requests.

 The
Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that
such documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement
with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Company.
The Purchaser and each such beneficial purchaser consents to the filing of such documents as may be required to be filed with the Securities
Commissions in connection with the transactions contemplated hereby. The Purchaser, and any beneficial purchaser for whom the Purchaser
is acting as trustee or agent, agrees that the Company is irrevocably authorized to correct minor errors or omissions in the information
provided by the Purchaser in this Subscription Agreement, any applicable Subscriber Certificate, and any other documents or forms delivered
by the Purchaser in connection with the transactions contemplated hereby, if any.

 4.
Closing.

 The
transactions contemplated hereby will be completed electronically or at the offices of Bennett Jones LLP (“ Bennett Jones ”).
The initial closing shall occur on the Initial Closing Date and each subsequent closing date, if any, shall occur on such other date
or time as the Company may determine (each a “ Closing Date ”). If the terms and conditions contained in this Subscription
Agreement have been complied with prior to the Closing Date, as determined by the Company, Bennett Jones shall deliver all completed
Subscription Agreements to the Company along with payment of the aggregate proceeds to the Company and such other documentation as may
be required pursuant to the Subscription Agreement.

 - 7 -

 If
the terms and conditions contained in this Subscription Agreement (other than delivery by the Company of certificates representing the
Preferred Shares) have not been complied with prior to the Closing Date, as determined by the Company, the Company and the Purchaser
will have no further obligations under this Subscription Agreement. The Purchaser will take up, purchase and pay for the Purchaser’s
Securities at Closing upon acceptance of this offer by the Company.

 5.
Representations, Warranties and Covenants of the Company.

 The
Company hereby represents and warrants to, and covenants with, the Purchaser as follows as of the date hereof and as of the Closing Time
and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions contemplated
herein:

 (a) the
 Company is a validly subsisting corporation incorporated under the laws of British Columbia,
 is in good standing and has full corporate power and authority to perform each of its obligations
 as herein contemplated and has requisite corporate power and capacity to carry on its business
 as now conducted and to own its assets;

 (b) this
 Subscription Agreement, when accepted by the Company, and all other certificates and instruments
 delivered in connection with the Offering will, on the Closing Date, constitute legal, valid
 and binding obligations of the Company enforceable in accordance with their respective terms
 subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’
 rights generally and subject to the qualification that equitable remedies may only be granted
 in the discretion of a court of competent jurisdiction;

 (c) the
 execution and delivery of, and the performance of the terms of the Subscription Agreement
 by the Company, including the issue of the Preferred Shares, does not and will not constitute
 a breach of or default under the constating documents of the Company or any law, regulation,
 order or ruling applicable to the Company or any agreement, contract or indenture to which
 the Company is a party or by which it is bound including but not limited to its articles
 of incorporation, bylaws, or other formation documents;

 (d) the
 authorized capital of the Company consists of an unlimited number of Common Shares, of which,
 as of the date hereof, 257,947,996 Common Shares were issued and outstanding as fully paid
 and non-assessable. Except for the Company’s 109,252,299 outstanding warrants, 25,735,458
 outstanding restricted stock units and 12,222,059 outstanding stock options, there are no
 outstanding rights, commitments or other entitlements to purchase securities of the Company;

 (e) the
 Company and each of its Subsidiaries (as defined in NI 45-106) have complied with and are
 not in violation, in any material respect, of any applicable laws, with the exception of
 the U.S. Controlled Substances Act, 21 USC 801 et seq., as it applies to marijuana;

 (f) neither
 the Company nor any of its Subsidiaries has received any written notices or other written
 correspondence from any (i) international, multinational, national, federal, provincial,
 state, regional, municipal, local or other government, governmental or public department,
 central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry,
 agency or instrumentality, domestic or foreign, (ii) subdivision or authority of any of the
 above, (iii) quasi-governmental or private body exercising any regulatory, expropriation
 or taxing authority under or for the account of any of the foregoing, or (iv) stock exchange
 (each, a “ Governmental Entity ”) (1) regarding any violation (or any investigation,
 inspection, audit, or other proceeding by any Governmental Entity involving allegations of
 any violation) of any law or (2) of any circumstances that may have existed or currently
 exist which could lead to a loss, suspension, or modification of, or a refusal to issue,
 any material Authorization. To the knowledge of the Company, no investigation, inspection,
 audit or other proceeding by any Governmental Entity involving allegations of any material
 violation of any law by the Company or any of its Subsidiaries is threatened or contemplated;

 - 8 -

 (g) neither
 the Company, its Subsidiaries nor any of their directors, executives, representatives, agents
 or employees has (i) used or is using any corporate funds for any illegal contributions,
 gifts, entertainment or other expenses relating to political activity that would be illegal,
 (ii) used or is using any corporate funds for any direct or indirect illegal payments to
 any foreign or domestic governmental officials or employees, (iii) violated or is violating
 any provision of the United States Foreign Corrupt Practices Act of 1977 , the Corruption
 of Foreign Public Officials Act (Canada) or any similar laws of other jurisdictions,
 (iv) established or maintained, or is maintaining, any illegal fund of corporate monies or
 other properties or (v) made any bribe, illegal rebate, illegal payoff, influence payment,
 kickback or other illegal payment of any nature;

 (h) the
 operations of the Company and its Subsidiaries are and have been conducted at all times in
 compliance with applicable financial record-keeping and reporting requirements of the money
 laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
 and any related or similar rules, regulations or guidelines, issued, administered or enforced
 by any Governmental Entity (collectively, the “ Money Laundering Laws ”)
 and no action, suit or proceeding by or before any court of governmental authority or any
 arbitrator non-Governmental Entity involving the Company or any of its Subsidiaries with
 respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

 (i) none
 of the Company or any of its Subsidiaries or any director, officer, agent, employee or affiliate
 of the Company or any of its Subsidiaries, has had any sanctions administered by the Office
 of Foreign Assets Control of the U.S. Treasury Department, the Government of Canada or any
 other relevant sanctions authority (collectively, the “ Sanctions ”) imposed
 upon any such person, and the Company and its Subsidiaries are not in violation of any of
 the Sanctions or law or executive order relating thereto, or are conducting business with
 any person subject to any Sanctions;

 (j) there
 are no material claims, proceedings, actions or lawsuits in existence, or, to the Company’s
 knowledge, pending or threatened, against the Company;

 (k) for
 a period of twenty-four (24) months after the Closing Date, the Company shall not acquire,
 by purchase or otherwise, any cryptocurrency, including but not limited to Bitcoin, except
 for nominal amounts accepted by the Company in business-to-business transactions; and

 (l) following
 any hold periods imposed by the Securities Laws, the Company shall use its best efforts to
 register the Conversion Shares with any Governmental Entity necessary for the sale of the
 Conversion Shares on the Toronto Stock Exchange, the TSX Venture Exchange, or other similar
 exchange.

 6.
Reliance upon and Survival of Representations, Warranties and Covenants of the Company. The Company
acknowledges that the Purchaser is relying on the foregoing representations, warranties and covenants in connection with the transactions
contemplated herein, all of which shall survive the Closing and, notwithstanding such Closing and notwithstanding any subsequent disposition
by the Purchaser of any of the Purchaser’s Securities shall continue in full force and effect for the benefit of the Purchaser
following the Closing Date.

 7.
Conditions of Closing.

 The
Purchaser acknowledges that the Company’s obligation to sell the Purchaser’s Securities to the Purchaser is subject to, among
other things, the following conditions:

 (a) the
 Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or
 agent, executing and returning to the Company all documents required by applicable Securities
 Laws (including but not limited to the applicable Subscriber Certificate) for delivery on
 behalf of the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting
 as trustee or agent, including, without limitation, the applicable Schedules attached hereto
 by no later than the date and time set out on the face page hereof;

 (b) the
 Company having obtained all required regulatory approvals (including those that may be required
 under Securities Laws) to permit the completion of the transactions contemplated hereby;

 (c) there
 having been no material adverse change in the affairs of the Company, and the representations
 and warranties of the Company being true in all material respects as of the Closing Date,
 unless such representation or warranty speaks to an earlier date, in which case, such representation
 or warranty shall be true in all material respects as of such date;

 - 9 -

 (d) the
 offer, issue, sale and delivery of the Purchaser’s Securities being exempt from the
 requirements to file a prospectus, registration statement, or deliver an offering memorandum
 (as defined in applicable Securities Laws) or any similar document under applicable Securities
 Laws and other applicable securities laws relating to the sale of the Purchaser’s Securities,
 or the Company having received such orders, consents or approvals as may be required to permit
 such sale without the requirement of filing a prospectus or registration statement or delivering
 an offering memorandum or any similar document; and

 (e) the
 representations and warranties of the Purchaser set out herein, including in any applicable
 Subscriber Certificate attached hereto, being true and correct as at the Closing Time.

 The
Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the
sale of the Preferred Shares will not be qualified by a prospectus and the Preferred Shares have not been and will not be registered
under the U.S. Securities Act, or applicable state securities laws, and further that, such sale is subject to the condition that the
Purchaser (or, if applicable, any others for whom the Purchaser is contracting hereunder) signs and returns to the Company or Bennett
Jones all relevant documentation required by the Securities Laws and other applicable securities laws relating to the sale of the Purchaser’s
Securities.

 The
Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges and agrees that the
Company will be required to provide to the Securities Commissions a list setting out the identities of the beneficial purchasers of the
Preferred Shares. Notwithstanding that the Purchaser may be purchasing the Purchaser’s Securities as an agent on behalf of an undisclosed
principal (if permissible under the relevant Securities Laws or other applicable securities laws), the Purchaser agrees to provide, on
reasonable request, particulars as to the identity of such undisclosed principal as may be required the Company in order to comply with
the Securities Laws and any other applicable laws.

 8.
Acceptance or Rejection.

 The
Company will have the right, in its sole discretion, to accept or reject this Subscription Agreement in whole at any time at or prior
to the Closing Time. The Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, acknowledges
and agrees that the acceptance of this offer will be conditional upon the issue and sale of the Purchaser’s Securities to the Purchaser
and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, being exempt from any prospectus or offering
memorandum requirements of the Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction.
The Company will be deemed to have accepted this Subscription Agreement upon the Company’s execution of the acceptance at page
4 of this Subscription Agreement and the delivery at the Closing of the Purchaser’s Securities to the Purchaser.

 If
this Subscription Agreement is rejected in whole, the Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting
as trustee or agent, understands that any funds, certified cheques and bank drafts delivered by the Purchaser to Bennett Jones representing
the Purchase Price for the Purchaser’s Securities will be returned promptly by Bennett Jones to the Purchaser without interest
or deduction.

 - 10 -

 9.
Purchaser’s Representations and Warranties.

 The
Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, represents and warrants to the
Company as follows as of the date hereof and as of the Closing Time and acknowledges that the Company is relying on such representations
and warranties in connection with the transactions contemplated in this Subscription Agreement which representations and warranties shall
survive the Closing and, notwithstanding such Closing and notwithstanding any subsequent disposition by the Purchaser of any of the Purchaser’s
Securities shall continue in full force and effect for the benefit of the Company following the Closing Date:

 (a) Authorization
 and Effectiveness . If the Purchaser, and each beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is an individual, he or she is of the full age
 of majority and has all requisite legal capacity and competence to execute and deliver this
 Subscription Agreement and to observe and perform its covenants and obligations hereunder,
 or if the Purchaser, or beneficial purchaser, if any, for whom the Purchaser is acting as
 trustee or agent, is a corporation, the Purchaser, or beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is duly incorporated and is a valid and existing
 corporation, has the necessary corporate capacity and authority to execute and deliver this
 Subscription Agreement, to subscribe for the Purchaser’s Securities and to observe
 and perform its covenants and obligations hereunder and has taken all necessary corporate
 action in respect thereof, or, if the Purchaser, or beneficial purchaser, if any, for whom
 the Purchaser is acting as trustee or agent, is a partnership, syndicate or other form of
 unincorporated organization, the Purchaser, or beneficial purchaser, if any, for whom the
 Purchaser is acting as trustee or agent, has the necessary legal capacity and authority to
 execute and deliver this Subscription Agreement, to subscribe for the Purchaser’s Securities
 and to observe and perform its covenants and obligations hereunder and has obtained all necessary
 approvals in respect thereof, and, in any case, upon acceptance by the Company, this Subscription
 Agreement will constitute a legal, valid and binding agreement of the Purchaser and the beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent, enforceable against
 the Purchaser and the beneficial purchaser in accordance with its terms and will not result
 in a violation of or create a state of facts which, after notice, lapse of time or both,
 would constitute a default or breach of any of the Purchaser’s and beneficial purchaser’s
 constating documents, by-laws or authorizing resolutions (if applicable), any agreement to
 which the Purchaser or the beneficial purchaser is a party or by which the Purchaser or beneficial
 purchaser is bound or any law applicable to the Purchaser or beneficial purchaser or any
 judgment, decree, order, statute, rule or regulation applicable to the Purchaser or beneficial
 purchaser;

 (b) Residence .
 The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as
 trustee or agent, was offered the Preferred Shares in, and is a resident of, or if not an
 individual has its head office in, the jurisdiction referred to under the heading “Name
 and Address of Purchaser” and “Details of Beneficial Purchaser”, respectively,
 set out on the face page and page 3 hereof, intends that the securities laws of that jurisdiction
 do and shall govern this subscription by the Purchaser of the Preferred Shares, is not aware
 of any reason why the laws of such jurisdiction would not govern such subscription and that
 such addresses were not created and are not used solely for the purpose of acquiring the
 Purchaser’s Securities;

 (c) Private
 Placement Exemptions . If applicable, the Purchaser, and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has properly completed, executed
 and delivered to the Company the applicable Subscriber Certificate attached hereto (dated
 as of the date hereof) and the information contained therein is, to the Purchaser’s
 knowledge, true and correct and the representations, warranties and covenants contained in
 the applicable Subscriber Certificate attached hereto will be true and correct both as of
 the date of execution of this Subscription Agreement and as at the Closing Time;

 (d) Subscriber
 Certificate . The Purchaser has properly completed, executed and delivered as principal,
 or, if the Purchaser is contracting hereunder as trustee, agent, representative or nominee
 for one or more beneficial purchasers, on behalf of each such beneficial purchaser, the applicable
 Subscriber Certificate, and related appendix, if applicable;

 (e) Purchasing
 as Principal . In the case of a Purchaser in Canada, unless paragraph (h) below applies,
 the Purchaser is purchasing the Purchaser’s Securities as principal (as defined in
 all applicable Securities Laws) for its own account, and not for the benefit of any other
 person;

 (f) No
 Syndication . In the case of a Purchaser in Canada, the Purchaser, and each beneficial
 purchaser, if any, for whom the Purchaser is acting as trustee or agent, was not created
 or used solely to purchase or hold securities as an accredited investor as described in paragraph
 (m) of the definition of “accredited investor” provided in Schedule B ;

 (g) Investment
 Purposes . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, is purchasing the Preferred Shares for investment purposes
 only and not with a view to resale or distribution that would or may contravene the prospectus
 requirements of Securities Laws;

 - 11 -

 (h) Purchasing
 as Agent or Trustee .

 (i) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities as
 agent or trustee for any principal whose identity is disclosed or identified, each beneficial
 purchaser of the Purchaser’s Securities for whom the Purchaser is acting, is purchasing
 the Purchaser’s Securities as principal for its own account and not for the benefit
 of any other person; was not created or used solely to purchase or hold securities in reliance
 on the “Minimum Amount Investment” exemption provided under Section 2.10 of NI
 45-106 and it pre-existed the Offering and has a bona fide purpose other than investment
 in the Preferred Shares; and either where such beneficial purchaser is not an individual,
 is purchasing the Purchaser’s Securities at an aggregate acquisition cost to such beneficial
 purchaser of not less than $150,000, or the beneficial purchaser is an “accredited
 investor” as defined in NI 45-106;

 (ii) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities as
 agent or trustee for any principal whose identity is disclosed or identified, the Purchaser
 is the duly authorized trustee or agent of such disclosed beneficial purchaser with due and
 proper power and authority to execute and deliver, on behalf of each such beneficial purchaser,
 this Subscription Agreement and all other documentation in connection with the purchase of
 the Purchaser’s Securities hereunder, to agree to the terms and conditions herein and
 therein set out and to make the representations, warranties, acknowledgements and covenants
 herein and therein contained, all as if each such beneficial purchaser were the Purchaser
 and the Purchaser’s actions as trustee or agent are in compliance with applicable law
 and the Purchaser and each beneficial purchaser acknowledges that the Company is required
 by law to disclose to certain regulatory authorities the identity of each beneficial purchaser
 of Purchaser’s Securities for whom it may be acting; and

 (iii) In
 the case of the purchase by a Purchaser in Canada of the Purchaser’s Securities on
 behalf of an undisclosed beneficial purchaser, the Purchaser is deemed under applicable Securities
 Laws to be purchasing as principal;

 (i) Broker .
 There is no person acting or purporting to act in connection with the transactions contemplated
 herein who is entitled to any brokerage or finder’s fee. If any person establishes
 a claim that any fee or other compensation is payable in connection with this subscription
 for the Purchaser’s Securities, the Purchaser covenants to indemnify and hold harmless
 the Company with respect thereto and with respect to all costs reasonably incurred in the
 defence thereof;

 (j) Illegal
 Use of Funds . None of the funds being used to purchase the Purchaser’s Securities
 are to the Purchaser’s or beneficial purchaser’s knowledge proceeds obtained
 or derived directly or indirectly as a result of illegal activities. The funds being used
 to purchase the Purchaser’s Securities which will be advanced by the Purchaser to the
 Company hereunder will not represent proceeds of crime for the purposes of the Proceeds
 of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “ PCMLTFA ”)
 or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
 and Obstruct Terrorism Act (the “ PATRIOT Act ”) and the Purchaser,
 or beneficial purchaser, if any, for whom it is acting as trustee or agent, acknowledges
 that the Company may in the future be required by law to disclose the Purchaser’s or
 beneficial purchaser’s name and other information relating to this Subscription Agreement
 and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the
 PCMLTFA or the PATRIOT Act. To the best of its knowledge none of the funds to be provided
 by the Purchaser or the beneficial purchaser are being tendered on behalf of a person or
 entity who has not been identified to the Purchaser, and it shall promptly notify the Company
 if the Purchaser or beneficial purchaser discovers that any of such representations cease
 to be true, and to provide the Company with appropriate information in connection therewith;

 - 12 -

 (k) Trade
 Sanctions . The Purchaser, and each beneficial purchaser, if any, for whom it is acting
 as trustee or agent, is not a person or entity identified in the Regulations Implementing
 the United Nations Resolutions on the Suppression of Terrorism , the Regulations Implementing
 the United Nations Resolutions on Taliban, ISIL (Da’esh) and Al-Qaida , the Regulations
 Implementing the United Nations Resolution on the Democratic People’s Republic of Korea ,
 the Regulations Implementing the United Nations Resolution on Iran , the Regulations
 Implementing the United Nations Resolutions on Somalia, the Regulations Implementing
 the United Nations Resolutions on Lebanon, the Regulations Implementing the United
 Nations Resolutions on Sudan, the Special Economic Measures (Sudan) Regulations ,
 the Special Economic Measures (Myanmar) Regulations , the Special Economic Measures
 (Belarus) Regulations , the Special Economic Measures (People’s Republic of China)
 Regulations , the Special Economic Measures (Haiti) Regulations , the Regulations
 Implementing the United Nations Resolutions on Haiti, the Special Economic Measures
 (Moldova) Regulations , the Special Economic Measures (Nicaragua) Regulations, the
 Special Economic Measures (Sri Lanka) Regulations, the Special Economic Measures
 (Guatemala) Regulations, the Special Economic Measures (Zimbabwe) Regulations, the
 Regulations Implementing the United Nations Resolutions and Imposing Special Economic
 Measures on Libya, the Special Economic Measures (Democratic People’s Republic
 of Korea) Regulations, the Special Economic Measures (Syria) Regulations, the
 Special Economic Measures (Venezuela) Regulations, the Special Economic Measures
 (Iran) Regulations, the Freezing of Assets of Corrupt Foreign Officials (Tunisia)
 Regulations , the Regulations Implementing the United Nations Resolutions on Iraq ,
 the Freezing Assets of Corrupt Foreign Officials (Ukraine) Regulations , the Special
 Economic Measures (Russia) Regulations , the Special Economic Measures (Ukraine) Regulations ,
 the Regulations Implementing the United Nations Resolutions on the Central African Republic ,
 the Regulations Implementing the United Nations Resolutions on Yemen , the Special
 Economic Measures (South Sudan) Regulations , the Regulations Implementing the United
 Nations Resolutions on South Sudan , the Special Economic Measures (Extremist Settler
 Violence) Regulations and the Special Economic Measures (Hamas Terrorist Attacks)
 Regulations (collectively, the “ Trade Sanctions ”). The Purchaser (and
 each beneficial purchaser, if any) acknowledges that the Company may in the future be required
 by law to disclose the name and other information of the Purchaser and the beneficial purchaser,
 if any, related to the acquisition of the Purchaser’s Securities hereunder, on a confidential
 basis, pursuant to the Trade Sanctions;

 (l) Resale
 Restrictions . The Purchaser, and each beneficial purchaser, if any, for whom it is
 acting as trustee or agent, have been advised to consult their own legal advisors with respect
 to trading in the Securities with respect to the resale restrictions imposed by the Securities
 Laws of the province in which the Purchaser, or beneficial purchaser, if any, for whom it
 is acting as trustee or agent, resides and other applicable securities laws, and acknowledges
 that no representation has been made respecting the applicable hold periods imposed by the
 Securities Laws or other resale restrictions applicable to such securities which restrict
 the ability of the Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee
 or agent, to resell such securities, that the Purchaser, or beneficial purchaser, if any,
 for whom it is acting as trustee or agent, is solely responsible to find out what these restrictions
 are and the Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee
 or agent, is solely responsible (and the Company is not in any way responsible) for compliance
 with applicable resale restrictions and the Purchaser is aware that it (or any beneficial
 purchaser for whom it is contracting hereunder) may not be able to resell such securities
 except in accordance with limited exemptions under the Securities Laws and other applicable
 securities laws. The physical certificate evidencing the Securities may bear legends denoting
 such restrictions;

 (m) Compliance
 with Resale Restrictions . The Purchaser, and each beneficial purchaser, if any, for
 whom the Purchaser is acting as trustee or agent, fully understands the restrictions on resale
 on the Purchaser’s Securities and will not resell the Purchaser’s Securities
 except in accordance with the provisions of applicable Securities Laws;

 (n) Company
 or Unincorporated Organization . If the Purchaser, and each beneficial purchaser,
 if any, for whom it is acting as trustee or agent, is a corporation or a partnership, syndicate,
 trust, association, or any other form of unincorporated organization or organized group of
 persons, the Purchaser or such beneficial purchaser was not created or being used solely
 to permit purchases of or to hold securities without a prospectus in reliance on a prospectus
 exemption or exemption from the registration requirements of the U.S. Securities Act;

 - 13 -

 (o) Absence
 of Offering Memorandum or Similar Document . The Purchaser, and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has not received, nor has it
 requested, nor does it have any need to receive, any offering memorandum or any other document
 describing the business and affairs of the Company (other than this Subscription Agreement),
 nor has any document been prepared for delivery to, or review by, prospective purchasers
 in order to assist them in making an investment decision in respect of the Securities being
 offered under the Offering;

 (p) Absence
 of Advertising . The offering and sale of the Preferred Shares to the Purchaser and
 each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent,
 was not made or solicited through, and the Purchaser and each such beneficial purchaser is
 not aware of, any general solicitation or general advertising with respect to this Offering,
 or any directed selling efforts within the meaning of Regulation S, including advertisements,
 articles, notices or other communications published in any printed public media, radio, television
 or telecommunications, including electronic display (such as the Internet, including but
 not limited to the Company’s website), or any seminar or meeting whose attendees have
 been invited by general solicitation or general advertising;

 (q) No
 Undisclosed Information . The decision of the Purchaser and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, to tender this Subscription
 Agreement and acquire the Purchaser’s Securities has not been made as a result of any
 oral or written representation (other than this Subscription Agreement) as to fact or otherwise
 made by or on behalf of the Company or any other person and is based entirely upon this Subscription
 Agreement and publicly available information relating to the Company. The Purchaser, and
 each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent,
 has relied only on the information contained in this Subscription Agreement and publicly
 available information relating to the Company in making the decision to subscribe for the
 Purchaser’s Securities hereunder. Except as set forth in this Subscription Agreement,
 no representation, (written or oral) has been made to the Purchaser or any beneficial Purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, by or on behalf of the Company
 or any Agent with respect to the Offering or the purchase of the Preferred Shares;

 (r) Investment
 Suitability . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, has such knowledge and experience in financial and business
 affairs as to be capable of evaluating the merits and risks of the investment hereunder in
 the Purchaser’s Securities and is able to bear the economic risk of and can afford
 the total loss of such investment;

 (s) Not
 an Insider . The purchase of the Purchaser’s Securities hereunder is not a transaction
 in which any shareholder of the Company, or any beneficial owner of securities carrying more
 than 10% of the voting rights attaching to all outstanding voting securities of the Company,
 has a direct or indirect beneficial interest, unless the Purchaser has otherwise notified
 the Company;

 (t) Not
 a “Control Person” . The Purchaser, and each beneficial purchaser, if
 any, for whom the Purchaser is acting as trustee or agent, is not a “control person”
 of the Company, as that term is defined in applicable Securities Laws, and will not become
 a “control person” of the Company by virtue of the purchase of the Purchaser’s
 Securities under this Subscription Agreement and does not act or intend to act in concert
 with any other person to form a control group in respect of the Company, unless the Purchaser
 has otherwise notified the Company;

 (u) Other
 Documents . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, will execute and deliver any other documents required by applicable
 Securities Laws to permit the purchase of the Purchaser’s Securities on the terms herein
 set forth which the Company reasonably requests;

 - 14 -

 (v) Personal
 Information . The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser
 is acting as trustee or agent, acknowledges that this Subscription Agreement requires the
 Purchaser to provide certain Personal Information to the Company and its agents and advisers
 as reasonably necessary in connection with the proposed Offering. Such information is being
 collected and will be used by the Company for the purposes of completing the proposed Offering
 of Preferred Shares, which includes, without limitation, determining the Purchaser’s
 eligibility to purchase the Purchaser’s Securities under applicable Securities Laws,
 the U.S. Securities Act and applicable state securities laws and completing filings required
 by the Securities Commissions and under the U.S. Securities Act and applicable state securities
 laws. The Purchaser agrees that the Purchaser’s Personal Information may be disclosed
 by the Company to: stock exchanges and applicable securities regulatory authorities; the
 Company’s registrar and transfer agent; the Canada Revenue Agency or other taxing authorities;
 and any of the other parties involved in the proposed Offering, including legal counsel,
 and may be included in record books in connection with the Offering. By executing this Subscription
 Agreement, the Purchaser consents to the foregoing collection, use, and disclosure of the
 Purchaser’s Personal Information. The Purchaser also consents to the filing of copies
 or originals of any of the Purchaser’s documents described in Section 3 hereof as may
 be required to be filed with any stock exchange or securities regulatory authority in connection
 with the transactions contemplated hereby. The Purchaser represents and warrants that it
 has the authority to provide the consents and acknowledgements set out in this paragraph
 on behalf of the beneficial purchaser, if any; and

 (w) Compliance
 with United States Securities Laws . If the Purchaser is a U.S. Purchaser, then in
 addition to the other representations and warranties contained herein, the Purchaser represents
 and warrants that:

 (i) the
 Purchaser is aware that the Securities have not been and will not be registered under the
 U.S. Securities Act or the securities laws of any state of the United States and that the
 Securities may not be offered or sold, directly or indirectly, in the United States without
 registration under the U.S. Securities Act or compliance with requirements of an exemption
 from registration and it acknowledges that the Company has no present intention of filing
 a registration statement under the U.S. Securities Act in respect of the Securities;

 (ii) unless
 the Purchaser has executed and delivered Schedule D hereto (in which case it makes
 the representations and warranties set forth therein), the Purchaser or any person for whom
 it is acting is not in the United States or a U.S. Person and is not acquiring the Securities
 for the account or benefit of a U.S. Person or a person in the United States or for resale
 in the United States and confirms that the Securities have not been offered to the Purchaser
 in the United States and that this Subscription Agreement has not been signed in the United
 States;

 (iii) neither
 the Purchaser nor any person for whom it is acting will offer, sell or otherwise dispose
 of the Securities in the United States unless the Company has consented to such offer, sale
 or distribution and such offer, sale or disposition is made in accordance with an exemption
 from the registration requirements of the U.S. Securities Act and the securities laws of
 all applicable states of the United States or the Company has filed, and the U.S. Securities
 and Exchange Commission has declared effective, a registration statement in respect of such
 securities; and

 (iv) the
 Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee or agent, has
 duly completed and delivered to the Company the Subscriber Certificate appended hereto as
 Schedule D and represents and warrants set forth therein.

 (x) International
 Purchasers . If the Purchaser, or beneficial purchaser, if any, for whom it is acting
 as trustee or agent, is a resident of a country other than Canada and is not a U.S. Purchaser
 (an “ International Jurisdiction ”) then in addition to the other representations
 and warranties contained herein, the Purchaser represents and warrants that:

 (i) the
 Purchaser is knowledgeable of, or has been independently advised as to, the applicable securities
 laws of the International Jurisdiction which would apply to this Subscription Agreement,
 if any;

 - 15 -

 (ii) the
 Purchaser is purchasing the Purchaser’s Securities pursuant to exemptions from the
 prospectus, financial promotion and registration requirements under the applicable securities
 laws of that International Jurisdiction or, if such is not applicable, the Purchaser is permitted
 to purchase the Purchaser’s Securities under the applicable securities laws of the
 International Jurisdiction without the need to rely on an exemption;

 (iii) the
 applicable securities laws of the International Jurisdiction do not require the Company to
 file a prospectus, offering memorandum or similar document or to register or qualify the
 distribution of the Securities or for the Company to be registered with or to make any filings
 or seek any approvals of any kind whatsoever from any governmental or regulatory authority
 of any kind whatsoever in the International Jurisdiction;

 (iv) the
 delivery of this Subscription Agreement, the acceptance of it by the Company and the issuance
 of the Purchaser’s Securities to the Purchaser complies with all applicable laws of
 the Purchaser’s jurisdiction of residence or domicile and all other applicable laws
 and will not cause the Company to become subject to or comply with any continuous disclosure,
 prospectus or other periodic filing or reporting requirements under any such applicable laws;
 and

 (v) the
 Purchaser, or beneficial purchaser, if any, for whom it is acting as trustee or agent, has
 duly completed and delivered to the Company the Subscriber Certificate appended hereto as
 Schedule C and represents and warrants set forth therein.

 The
Purchaser and each beneficial purchaser, if any, for whom it is acting as trustee or agent, acknowledges and agrees that the foregoing
representations and warranties, and the acknowledgments made in Section 10 hereof, are made by it with the intention that they may be
relied upon by the Company and its counsel in determining the Purchaser’s eligibility or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Purchaser’s Securities under the Securities Laws and other applicable
securities laws. The Purchaser and each beneficial purchaser further agrees that by accepting delivery of the Purchaser’s Securities
on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as
at the Closing Time with the same force and effect as if they had been made by the Purchaser at the Closing Time and that they shall
survive the purchase by the Purchaser of the Purchaser’s Securities and shall continue in full force and effect notwithstanding
any subsequent disposition by the Purchaser or the beneficial purchaser of the Purchaser’s Securities. The Purchaser and the beneficial
purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to
the Purchaser or beneficial purchaser set out in this Subscription Agreement which takes place prior to the Closing Time. If the Purchaser
is acquiring the Preferred Shares for the account or benefit of one or more investor accounts, the Purchaser represents and warrants
that it has the sole investment discretion with respect to each such investor account and that it has full power and authority to make
the foregoing representations and warranties and the acknowledgments in Section 10 hereof.

 10.
Purchaser’s Acknowledgements.

 The
Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting, acknowledges and agrees that:

 (a) this
 Subscription Agreement is subject to rejection or acceptance by the Company, in whole, and
 is effective only upon acceptance by the Company;

 (b) no
 agency, securities commission, governmental authority, regulatory body, stock exchange or
 other entity has reviewed or passed on, made any finding or determination as to the merit
 for investment of, nor have any such agencies, securities commissions or governmental authorities
 made any recommendation or endorsement with respect to the Securities or the Offering; there
 is no government or other insurance covering the Securities; and there are risks associated
 with the purchase of the Securities;

 (c) the
 purchase of the Purchaser’s Securities has not been or will not be (as applicable)
 made through, or as a result of, and the distribution of the Purchaser’s Securities
 is not being accompanied by, a general solicitation or advertisement including articles,
 notices or other communications published in any newspaper, magazine or similar media or
 broadcast over radio or television, or any seminar or meeting whose attendees have been invited
 by general solicitation or general advertising;

 - 16 -

 (d) in
 the case of any Purchaser or beneficial purchaser in Canada, no prospectus or other offering
 document has been filed by the Company with a securities commission or other securities regulatory
 authority in any province of Canada, or any other jurisdiction in or outside of Canada in
 connection with the issuance of the Securities and such issuance is exempt from the prospectus
 requirements otherwise applicable under the provisions of Securities Laws and, as a result,
 in connection with its purchase of the Purchaser’s Securities hereunder, as applicable:

 (i) the
 Company has advised the Purchaser that the Company is relying on an exemption from the requirements
 to provide the Purchaser with a prospectus and that the Purchaser and each beneficial purchaser,
 if any, is restricted from using most of the protections, rights and remedies available under
 Securities Laws including, without limitation, statutory rights of rescission or damages;

 (ii) the
 common law may not provide investors with an adequate remedy in the event that they suffer
 investment losses in connection with securities acquired in a private placement;

 (iii) the
 Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, will not receive information that may otherwise be required to be provided to the
 Purchaser and each beneficial purchaser, if any, under applicable Securities Laws or contained
 in a prospectus prepared in accordance with applicable Securities Laws; and

 (iv) the
 Company is relieved from certain obligations that would otherwise apply under such applicable
 Securities Laws.

 (e) the
 Securities are being offered for sale only on a “private placement” basis;

 (f) the
 Purchaser has received a copy of the Term Sheet attached hereto as Schedule A , setting
 out the principal terms of the offering;

 (g) all
 costs and expenses incurred by the Purchaser and each beneficial purchaser, if any, for whom
 the Purchaser is acting, (including any fees and disbursements of legal counsel retained
 by the Purchaser or any beneficial purchaser) relating to the purchase of the Purchaser’s
 Securities shall be borne solely by the Purchaser or the beneficial purchaser;

 (h) in
 purchasing the Purchaser’s Securities, the Purchaser and each beneficial purchaser,
 if any, for whom the Purchaser is acting as trustee or agent, has relied solely upon this
 Subscription Agreement and publicly available information relating to the Company and not
 upon any other document or verbal or written representation as to any fact or otherwise made
 by or on behalf of the Company or any employee, agent or affiliate thereof or any other person
 associated therewith. The Company’s counsel, Bennett Jones, does not assume any responsibility
 or liability of any nature whatsoever for the accuracy or adequacy of the information upon
 which the Purchaser’s or the beneficial purchaser’s, if any, investment decision
 has been made. The Purchaser and each beneficial purchaser, if any, for whom the Purchaser
 is acting, is not relying upon anyone to conduct any due diligence investigation on behalf
 of the Purchaser concerning the Offering, the Securities, the Company’s business, management,
 financial position, condition or prospects. The Company’s counsel, Bennett Jones, is
 entitled to the benefit of this subsection;

 (i) the
 Securities will be subject to certain resale restrictions under the Securities Laws and the
 Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it
 has been advised to consult its own legal advisors with respect to applicable resale restrictions
 and that it is solely responsible (and the Company is not in any manner responsible) for
 complying with such restrictions. For purposes of complying with the Securities Laws, including
 National Instrument 45-102 – Resale of Securities , the Purchaser and each beneficial
 purchaser, if any, for whom it is acting as trustee or agent, understands and acknowledges
 that upon the issuance of the Securities, all the certificates representing the Securities
 shall bear, as applicable and in addition to any legends set forth on Schedule D (if
 applicable), a legend substantially in the following form:

 “UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS
AND A DAY AFTER THE DISTRIBUTION DATE].”

 - 17 -

 (j) no
 person has made any written or oral representations: that any person will resell or repurchase
 the Purchaser’s Securities; that any person will refund the Purchase Price or as to
 the future price or value of the Securities;

 (k) the
 original Purchaser may not engage in any hedging transactions involving the Purchaser’s
 Securities or resell or otherwise transfer the Securities to U.S. Persons or to persons in
 the United States or to or for the account or benefit of U.S. Persons or persons in the United
 States, except in compliance with the U.S. Securities Act and applicable state securities
 legislation;

 (l) unless
 the Purchaser has executed and delivered Schedule D hereto: (i) is not, and is not
 purchasing the Purchaser’s Securities on behalf of (as agent or otherwise), or for
 the account or benefit of, a person in the United States or a U.S. Person; (ii) was not offered
 or sold the Purchaser’s Securities in the United States; (iii) did not, nor did its
 authorized signatory, receive, execute or deliver this Subscription Agreement inside the
 United States; and (iv) acknowledges, or if applicable, each person for whom it is contracting
 hereunder, acknowledges, that it has not purchased the Securities as a result of any directed
 selling efforts, as such term is used in Regulation S, or any general solicitation or general
 advertising, as such terms are defined in Regulation D promulgated under the U.S. Securities
 Act, including, without limitation, advertisements, articles, notices or other communications
 published in any newspaper, magazine or similar media or broadcast over radio or television,
 or any seminar or meeting whose attendees have been invited by general solicitation or general
 advertising;

 (m) the
 current structure of this transaction and all transactions and activities contemplated hereunder
 is not a scheme to avoid the registration requirements of the U.S. Securities Act;

 (n) the
 Purchaser is solely responsible for obtaining such tax, investment, legal and other professional
 advice as it considers appropriate in connection with the offer, sale and issuance of the
 Securities, the execution, delivery and performance by it of this Subscription Agreement,
 applicable tax considerations and the applicable hold periods and resale restrictions imposed
 in respect of the Securities by applicable securities legislation and regulatory policies,
 and confirms that it (and any disclosed principal, if applicable) is not relying on the Issuer
 or counsel to any of them in this regard. The Purchaser is solely responsible for compliance
 with applicable resale restrictions and applicable tax legislation;

 (o) the
 Company may complete additional financings in the future in order to develop the business
 of the Company and fund its ongoing development, and such future financings may have a dilutive
 effect on current shareholders of the Company, including the Purchaser, and there is no assurance
 that such financing will be available, on reasonable terms or at all, and if not available,
 the Company may be unable to fund its ongoing development;

 (p) Bennett
 Jones is acting solely as counsel to the Company and not as counsel to the Purchaser;

 (q) in
 purchasing the Purchaser’s Securities, the Purchaser (and, if applicable, the beneficial
 purchaser, if any) is not relying upon anyone to conduct any due diligence investigation
 on behalf of the Purchaser concerning the Offering, the Purchaser’s Securities, or
 the Company’s business, management, financial position, condition or prospects;

 (r) the
 Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, has had the opportunity to review this Subscription Agreement and the Schedules
 attached hereto and the transactions contemplated by this Subscription Agreement and fully
 understands the same; and

 - 18 -

 (s) the
 Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee
 or agent, has had the opportunity to ask questions and receive answers concerning the terms
 and conditions of the Offering and it has had access to such information concerning the Company
 as it has considered necessary or appropriate in connection with its investment decision
 to acquire the Purchaser’s Securities.

 11.
Further Acknowledgements of the Purchaser.

 The
Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, hereby acknowledges, agrees,
and consents to:

 (a) the
 disclosure of Personal Information to each of the Company, the Securities Commissions and
 any other securities commission pursuant to applicable securities legislation; and

 (b) the
 collection, use, and disclosure of Personal Information by the Company for corporate finance
 and shareholder communication purposes or such other purposes as are necessary to the Company’s
 business.

 If
the Purchaser is resident in or otherwise subject to the Securities Laws of the Province of Ontario, the Purchaser acknowledges and agrees
that the Purchaser has been notified by the Company: of the delivery to the Ontario Securities Commission (the “ OSC ”)
of Personal Information pertaining to the Purchaser, including, without limitation, the full name, residential address and telephone
number of the Purchaser, the number and type of securities purchased and the total Purchase Price paid in respect of the Purchaser’s
Securities; that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation;
that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario;
and that the title, business address and business telephone number of the public official in Ontario who can answer questions about the
OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the Ontario
Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, ON M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.

 If
the Purchaser is resident in or otherwise subject to the Securities Laws of the Province of British Columbia, the Purchaser acknowledges:
(i) that the British Columbia Securities Commission (“ BCSC ”) will publish part of Form 45-106F6, which is required
to be filed under NI 45-106, on its website (including the Personal Information about non-individual Purchasers) and allow for the inspection
of the full form (including the Personal Information about individual Purchasers) at the BCSC’s office; (ii) that the disclosure
of such Personal Information; and (iii) that questions about such indirect collection of information by the BCSC should be directed to
the following telephone number (604) 899-6854 or 1-800-373-6393 (toll free access across Canada) or by facsimile at (604) 899-6506 or
in person or writing at P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, BC, V7Y 1L2.

 12.
Purchaser’s Covenants. If the Company has reason to believe the Purchaser or beneficial purchaser,
if any, for whom the Purchaser is acting as trustee or agent does not qualify as an “accredited investor” under applicable
Securities Laws, the Purchaser and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent covenants
and agrees to provide information as reasonably requested by the Company to verify that the Purchaser or beneficial purchaser, if any,
for whom the Purchaser is acting as trustee or agent qualifies as an accredited investor, which information may include, without limitation,
financial records of the Purchaser or beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent.

 13.
No Revocation. The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or agent, agrees
that this Subscription Agreement is made for valuable consideration and, following the Closing, may not be withdrawn, cancelled, terminated,
or revoked by the Purchaser without the consent of the Company.

 - 19 -

 14.
Indemnity. The Purchaser, on its own behalf, and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Purchaser
is acting as trustee or agent, agrees that the Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting as
trustee or agent, shall indemnify and hold harmless the Company and its respective directors, officers, employees, agents, advisors,
counsel and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit,
administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation, warranty
or acknowledgement of the Purchaser made on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom it is
acting as trustee or agent, contained herein or in any document furnished by the Purchaser to the Company in connection herewith being
untrue in any material respect or any breach or failure by the Purchaser or any beneficial purchaser for whom it is acting as trustee
or agent, to comply with any covenant or agreement made by the Purchaser herein or in any document furnished by the Purchaser to the
Company in connection herewith. With respect to any indemnified person who is not a party to this Subscription Agreement, it is the intention
of the Purchaser and each beneficial purchaser for whom it is acting as trustee or agent, if any, to constitute the Company as trustee
for such indemnified persons of the rights and benefits of this Section 14 and the Company agrees to accept such trust and to hold the
rights and benefits of this Section 14 in trust for and on behalf of each such indemnified person. The Company agrees that it shall indemnify
and hold harmless the Purchaser, and, if applicable, each beneficial purchaser, if any, for whom the Purchaser is acting as trustee or
agent, and their respective directors, officers, employees, agents, advisors, counsel and shareholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably
incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any representation, warranty or acknowledgement of the Company contained herein or in any
document furnished by the Company to the Purchaser in connection herewith being untrue in any material respect or any breach or failure
by the Company to comply with any covenant or agreement made by the Company herein or in any document furnished by the Company to the
Purchaser in connection herewith.

 15.
Modification. Subject to the terms hereof, neither this Subscription Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination
is sought.

 16.
Assignment. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Purchaser,
the Company and their respective successors and assigns; provided that this Subscription Agreement shall not be assignable by the Company
without the prior written consent of the Purchaser. For greater certainty this Subscription Agreement may be transferred or assigned
by the Purchaser to any of its affiliates without the prior written consent of the Company, subject to compliance with applicable laws
(including, without limitation, applicable Securities Laws), and effective upon notice the Company.

 17.
Change in Information. The Purchaser, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder,
agrees that the representations, warranties and covenants of the Purchaser herein will be true and correct both as of the Purchaser’s
execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance of the Securities.
The representations, warranties and covenants of the Purchaser herein are made with the intent that they be relied upon by the Company
and its counsel in determining the eligibility of a purchaser of Preferred Shares and the Purchaser agrees to indemnify and save harmless
the Company and its affiliates, shareholders, directors, officers, employees, counsel and agents against all losses, claims, costs, expenses
and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Purchaser undertakes
to immediately notify the Company at LEEF Brands Inc., Suite 2500 – 666 Burrard Street, Vancouver, British Columbia, V6C 2X8, Canada,
Attention: Kevin Wilson, email: kevin@leefca.com of any change in any statement or other information relating to the Purchaser set forth
herein which takes place prior to the Closing Time.

 18.
Miscellaneous and Counterparts. All representations, warranties, agreements, and covenants made or deemed to be made by the Purchaser
(and, if applicable, others for whom it is contracting hereunder) herein will survive the execution and delivery, and acceptance, of
this Subscription Agreement and the Closing. This Subscription Agreement may be executed in any number of counterparts, each of which
when delivered, either in original or electronic form, shall be deemed to be an original and all of which together shall constitute one
and the same document.

 19.
Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein. The Purchaser, and each beneficial purchaser, if any, for whom the Purchaser is acting
as trustee or agent, hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario with respect to any matters
arising out of this Subscription Agreement.

 - 20 -

 20.
Electronic Subscriptions. The Company shall be entitled to rely on delivery by electronic means of an executed copy of this Subscription
Agreement (including, the applicable Subscriber Certificate), and acceptance by the Company of such electronic copy shall be legally
effective to create a valid and binding agreement between the Purchaser and the Company in accordance with the terms hereof.

 21.
Entire Agreement. This Subscription Agreement (including the Schedules hereto) contains the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter
hereof except as stated or referred to herein. This Subscription Agreement may be amended or modified in any respect by written instrument
only.

 22.
Language. In connection with the proposed offering of Preferred Shares, the undersigned hereby requests that all documentation available,
including the Subscription Agreement, be prepared and forwarded in the English language only . Dans le cadre du placement propose de
reçu de souscription de LEEF Brands Inc.., le soussigné consent par les présentes à ce que la documentation
relative à ce placement proposé, y compris la convention de souscription, soit rédigée et soumise en la langue
anglaise seulement .

 23.
Time of Essence. Time shall be of the essence of this Subscription Agreement.

 24.
Currency. All dollar amounts referred to in this Subscription Agreement are in U.S. dollars, unless otherwise indicated.

 25.
Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to
be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying
out the provisions and intent of this Subscription Agreement.

 26.
Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and
words importing gender shall include the masculine, feminine, and neuter genders.

 27.
Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

 28.
Notices. Any and all notices, designations, consents, offers, acceptances or any other communication
provided for herein; shall be given in writing by (i) recognized local same day or next day delivery courier, (ii) when sent by electronic
mail (without receipt of any transmission error message), or (iii) Federal Express or other similar internationally recognized overnight
delivery service, in each instance, with receipt requested; shall be deemed to have been given on the earlier to occur of the date of
actual delivery, or one day after delivered to Federal Express or other similar internationally recognized overnight delivery service
for next day delivery; and shall be addressed, in the case of the Purchaser, to the address of the Purchaser indicated on the signature
page hereto, and in the case of the Company, to the address indicated on the instruction page, or in each case, to such other address
as may be designated in writing by either party pursuant to this Section.

 [remainder
of page intentionally left blank]

 - 21 -

 SCHEDULE
A

 TERM
SHEET

 Issuer

 LEEF
 Brands Inc. (the “ Company ”)

 Offering

 Up
 to USD $3.0 million of Preferred Shares (the “ Offering ”)

 Issue
 Price

 CAD
 $0.38 per Preferred Share

 Liquidation
 Preference

 CAD
 $0.38 per Preferred Share

 Conversion

 Each
 “ Preferred Share ” is convertible into one Common Share of the Company (each, a “ Conversion Share ”)
 at a conversion price of CAD $0.38 per Common Share.

 Dividends

 Each
 Preferred Share will pay dividends at a rate of 15% per annum, payable quarterly in arrears,
 with each dividend being two-thirds cash and one-third additional Preferred Shares paid in
 kind (PIK). i.e., Cash dividends will be paid at a rate of 10% per annum and PIK dividends
 will be paid at a rate of 5% per annum.

 The
 Company may on one or more occasions defer the cash portion of the dividend due on any dividend payment date until the next succeeding
 dividend payment date; provided that if a cash interest payment is deferred by more than 45 days then it will be paid as though the
 original cash interest rate with respect to that payment had been 15% per annum instead of 10% per annum.

 Mandatory
 Conversion
 After
 the eighteen (18) month anniversary of the issuance of the Preferred Shares, the Company
 may cause all then outstanding Preferred Shares to be converted into Common Shares at the
 conversion price then in effect upon the occurrence of either of the following:

 ●
 a
 change of control of the Company; or

 ●
 the
 20-day volume weighted average trading price of the Common Shares being at least CAD $0.70 during any 20-trading day period following
 the eighteen (18) month anniversary of the issuance of the Preferred Shares.

 Voting

 Preferred
 Shares will not carry voting rights, except to the extent required by law. Subject to the
 foregoing, holders of Preferred Shares will not be entitled to vote at any shareholder meeting
 of the Company.

 Upon
 conversion of the Preferred Shares, the Conversion Shares will carry the voting rights associated with Common Shares.

 Use
 of Proceeds

 Proceeds
 of the Offering shall be used primarily for commencement and support of operations at the farm known as Salisbury Canyon Ranch.

 Closing

 On
 or about March 12, 2026 (the “ Closing ”).

 Agent

 The
 Company may pay participating securities dealers a fee, commensurate with prevailing industry norms, in cash and/or warrants.

 Hold
 Period

 The
 Preferred Shares and Conversion Shares issued in the Offering will be subject to a four month
 hold period under provincial securities laws in Canada and the Canadian Securities Exchange
 (“ CSE ”) policies, and may be subject to additional resale restrictions
 based upon the jurisdiction in which the Purchaser is resident.

 The
 Preferred Shares and the Conversion Shares have not been and will not be registered under the United States Securities Act of 1933,
 as amended, or the securities laws of any state of the United States, and may not be offered or sold to any person who is a U.S.
 Purchaser absent registration or an exemption from applicable registration requirements.

 The
 Purchaser is advised to consult its own legal counsel or advisors to determine the resale restrictions that may be applicable to
 them.

 Conditions
 Closing
 of the Offering is subject to the following:

 1.
 Receipt
 of applicable corporate, regulatory and other third party approvals, including the CSE.

 2.
 Completion
 by the Company, the Purchaser and their respective advisors of “due diligence” investigations satisfactory to the parties
 in their respective sole discretion.

 3.
 No
 material adverse change in the affairs of the Company having occurred.

 Definitive
 Agreement

 To
 effect the Offering, the Company and the Purchaser shall enter into a definitive subscription agreement and related agreements, which
 shall contain the terms, conditions, representations, warranties and covenants set out in this Term Sheet and such other the terms,
 conditions, representations, warranties and covenants as are customary for transactions of the nature and magnitude contemplated
 herein (collectively, the “ Definitive Agreement ”). The Company and the Purchaser shall use commercially reasonable
 efforts to enter into the Definitive Agreement by Closing.

 Confidentiality

 This
 Term Sheet is subject to the Confidentiality Agreement entered into between the Purchaser and the Company, and accordingly the existence,
 status and terms of the parties’ negotiations and agreements regarding the Offering will be kept confidential.

 SCHEDULE
B

 Accredited
Investor Status Certificate

 Capitalized
terms not specifically defined in this Schedule B have the meanings ascribed to them in the Subscription Agreement to which this
 Schedule B is attached.

 The
categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure
as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.

 In
connection with the purchase by the undersigned Purchaser of the Purchaser’s Securities, the Purchaser, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Purchaser is acting (collectively, the “ Purchaser ”), hereby
represents, warrants, covenants and certifies to the Company (and acknowledges that the Company and its counsel are relying thereon)
that:

 (a) the
 Purchaser is resident in or otherwise subject to the securities laws of one of the Provinces
 of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland
 and Labrador, Nova Scotia, New Brunswick or Prince Edward Island;

 (b) the
 Purchaser is purchasing the Purchaser’s Securities as principal for its own account
 and not for the benefit of any other person or is deemed to be purchasing as principal pursuant
 to NI 45-106;

 (c) the
 Purchaser is an “accredited investor” within the meaning of NI 45-106 on the
 basis that the undersigned fits within one of the categories of an “accredited investor”
 reproduced below beside which the undersigned has indicated the undersigned belongs to such
 category;

 (d) the
 Purchaser was not created or is not used solely to purchase or hold securities as an accredited
 investor as described in paragraph (m) below;

 (e) if
 the Purchaser is an individual and does not meet the criteria set out in subparagraph (j.1)
 of this Schedule B , it has duly completed and executed a copy of the Risk Acknowledgement
 Certificate in the form attached hereto as Appendix I to this Schedule B ;

 (f) upon
 execution of this Schedule B by the Purchaser, this Schedule B shall be incorporated
 into and form a part of the Subscription Agreement.

 (PLEASE
CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

 ☐
 (a)
 except
 in Ontario, a Canadian financial institution, or a Schedule III bank;

 (a.1)
 in
 Ontario, a financial institution that is (i) a bank listed in Schedule I, II or III of the
 Bank Act (Canada); (ii) an association to which the Cooperative Credit Associations
 Act (Canada) applies or a central cooperative credit society for which an order has been
 made under subsection 473(1) of that Act; or (iii) a loan corporation, trust company, trust
 corporation, insurance company, treasury branch, credit union, caisse populaire, financial
 services cooperative or credit union league or federation that is authorized by a statute
 of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

 ☐
 (b)
 the
 Business Development Bank of Canada incorporated under the Business Development Bank of
 Canada Act (Canada);

 ☐
 (c)
 a
 subsidiary of any person referred to in paragraphs (a), (a.1) or (b), if the person owns
 all of the voting securities of the subsidiary, except the voting securities required by
 law to be owned by directors of that subsidiary;

 - B 2 -

 ☐
 (d)
 a
 person registered under the securities legislation of a jurisdiction of Canada as an adviser
 or dealer, except in Ontario as otherwise prescribed by the regulations under the Securities
 Act (Ontario);

 ☐
 (e)
 an
 individual registered or formerly registered under the securities legislation of a jurisdiction
 of Canada as a representative of a person referred to in paragraph (d);

 ☐
 (e.1)
 an
 individual formerly registered under the securities legislation of a jurisdictio of Canada,
 other than an individual formerly registered solely as a representative of a limited market
 dealer under one or both of the Securities Act (Ontario) or the Securities Act
 (Newfoundland and Labrador),

 ☐
 (f)
 the
 Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly
 owned entity of the Government of Canada or a jurisdiction of Canada;

 ☐
 (g)
 a
 municipality, public board or commission in Canada and a metropolitan community, school board,
 the Comité de gestion de la taxe scolaire de l’île de Montréal
 or an intermunicipal management board in Québec;

 ☐
 (h)
 any
 national, federal, state, provincial, territorial or municipal government of or in any foreign
 jurisdiction, or any agency of that government;

 ☐
 (i)
 a
 pension fund that is regulated by the Office of the Superintendent of Financial Institutions
 (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

 ☐
 (j)
 an
 individual who, either alone or with a spouse, beneficially owns financial assets having
 an aggregate realizable value that before taxes, but net of any related liabilities, exceeds
 $1,000,000 (note: check only if you do not qualify under option (j.1) immediately below) ;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (j.1)
 an
 individual who beneficially owns financial assets having an aggregate realizable value that
 before taxes, but net of any related liabilities, exceeds $5,000,000 (note: if individual
 accredited investors wish to purchase through wholly-owned holding companies or similar entities,
 such purchasing entities must qualify under section (t) below, which must be initialled) ;

 ☐
 (k)
 an
 individual whose net income before taxes exceeded $200,000 in each of the two most recent
 calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000
 in each of the two most recent calendar years and who, in either case, reasonably expects
 to exceed that net income level in the current calendar year;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (l)
 an
 individual who, either alone or with a spouse, has net assets of at least $5,000,000;

 [PLEASE
 ALSO COMPLETE SECTIONS 2-4 OF APPENDIX I]

 ☐
 (m)
 a
 person, other than an individual or investment fund, that has net assets of at least $5,000,000
 as shown on its most recently prepared financial statements;

 ☐
 (n)
 an investment fund that distributes or has distributed its securities only to

 (i)
 a
 person that is or was an accredited investor at the time of the distribution

 (ii)
 a
 person that acquires or acquired securities in the circumstances referred to in sections 2.10 [ Minimum amount investment ]
 or 2.19 [ Additional investment in investment funds ] of NI 45-106, or

 (iii)
 a
 person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [ Investment fund reinvestment ]
 of NI 45-106;

 - B 3 -

 ☐
 (o)
 an
 investment fund that distributes or has distributed securities under a prospectus in a jurisdiction
 of Canada for which the regulator or, in Québec, the securities regulatory authority,
 has issued a receipt;

 ☐
 (p)
 a
 trust company or trust corporation registered or authorized to carry on business under the
 Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction
 of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed
 by the trust company or trust corporation, as the case may be;

 ☐
 (q)
 a
 person acting on behalf of a fully managed account managed by that person, if that person
 (i) is registered or authorized to carry on business as an adviser or the equivalent under
 the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

 ☐
 (r)
 a
 registered charity under the Income Tax Act (Canada) that, in regard to the trade,
 has obtained advice from an eligibility adviser or an adviser registered under the securities
 legislation of the jurisdiction of the registered charity to give advice on the securities
 being traded;

 ☐
 (s)
 an
 entity organized in a foreign jurisdiction that is analogous to any of the entities referred
 to in paragraphs (a) to (d) or paragraph (i) in form and function;

 ☐
 (t)
 a
 person in respect of which all of the owners of interests, direct, indirect or beneficial,
 except the voting securities required by law to be owned by directors, are persons that are
 accredited investors;

 ☐
 (u)
 an
 investment fund that is advised by a person registered as an adviser or a person that is
 exempt from registration as an adviser;

 ☐
 (v)
 a
 person that is recognized or designated by the securities regulatory authority or, except
 in Ontario and Québec, the regulator as an accredited investor; or

 ☐
 (w)
 a
 trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
 of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse
 of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited
 investor’s spouse or of that accredited investor’s former spouse.

 For
the purposes hereof, the following definitions are included for convenience:

 (a) “ Canadian
 financial institution ” means (i) an association governed by the Cooperative
 Credit Associations Act (Canada) or a central cooperative credit society for which an
 order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust
 company, trust corporation, insurance company, treasury branch, credit union, caisse populaire,
 financial services cooperative, or league that, in each case, is authorized by an enactment
 of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of
 Canada;

 (b) “ company ”
 means any corporation, incorporated association, incorporated syndicate or other incorporated
 organization;

 (c) “ control
 person ” means

 (i) a
 person who holds a sufficient number of the voting rights attached to all outstanding voting
 securities of an issuer to affect materially the control of the issuer, or

 (ii) each
 person in a combination of persons, acting in concert by virtue of an agreement, arrangement,
 commitment or understanding, which holds in total a sufficient number of the voting rights
 attached to all outstanding voting securities of an issuer to affect materially the control
 of the issuer, and, if a person or combination of persons holds more than 20% of the voting
 rights attached to all outstanding voting securities of an issuer, the person or combination
 of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number
 of the voting rights to affect materially the control of the issuer;

 - B 4 -

 (d) “ director ”
 means

 (i) a
 member of the board of directors of a company or an individual who performs similar functions
 for a company, and

 (ii) with
 respect to a person that is not a company, an individual who performs functions similar to
 those of a director of a company;

 (e) “ eligibility
 adviser ” means

 (i) a
 person that is registered as an investment dealer and authorized to give advice with respect
 to the type of security being distributed; and

 (ii) in
 Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing
 with a law society of a jurisdiction of Canada or a public accountant who is a member in
 good standing of an institute or association of chartered accountants, certified general
 accountants or certified management accountants in a jurisdiction of Canada provided that
 the lawyer or public accountant must not:

 (A) have
 a professional, business or personal relationship with the issuer, or any of its directors,
 executive officers, founders or control persons, and

 (B) have
 acted for or been retained personally or otherwise as an employee, executive officer, director,
 associate or partner of a person that has acted for or been retained by the issuer or any
 of its directors, executive officers, founders or control persons within the previous 12
 months;

 (f) “ entity ”
 means a company, syndicate, partnership, trust or unincorporated organization;

 (g) “ executive
 officer ” means, for an issuer, an individual who is

 (i) a
 chair, vice-chair or president,

 (ii) a
 vice-president in charge of a principal business unit, division or function including sales,
 finance or production, or

 (iii) performing
 a policy-making function in respect of the issuer;

 (h) “ financial
 assets ” means cash, securities, or a contract of insurance, a deposit or an evidence
 of a deposit that is not a security for the purposes of securities legislation;

 (i) “ foreign
 jurisdiction ” means a country other than Canada or a political subdivision of a
 country other than Canada;

 (j) “ founder ”
 means, in respect of an issuer, a person who, (i) acting alone, in conjunction, or in concert
 with one or more persons, directly or indirectly, takes the initiative in founding, organizing
 or substantially reorganizing the business of the issuer, and (ii) at the time of the distribution
 or trade is actively involved in the business of the issuer;

 (k) “ fully
 managed account ” means an account of a client for which a person makes the investment
 decisions if that person has full discretion to trade in securities for the account without
 requiring the client’s express consent to a transaction;

 - B 5 -

 (l) “ investment
 fund ” means a mutual fund or a non-redeemable investment fund, and, for greater
 certainty in British Columbia, includes an employee venture capital corporation that does
 not have a restricted constitution, and is registered under Part 2 of the Employee Investment
 Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making
 multiple investments and a venture capital corporation registered under Part 1 of the Small
 Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business
 objective is making multiple investments;

 (m) “ jurisdiction ”
 or “jurisdiction of Canada” means a province or territory of Canada except when
 used in the term foreign jurisdiction;

 (n) “ non-redeemable
 investment fund ” means an issuer:

 (i) whose
 primary purpose is to invest money provided by its securityholders;

 (ii) that
 does not invest

 (A) for
 the purpose of exercising or seeking to exercise control of an issuer, other than an issuer
 that is a mutual fund or a non-redeemable investment fund, or

 (B) for
 the purpose of being actively involved in the management of any issuer in which it invests,
 other than an issuer that is a mutual fund or a non-redeemable investment fund, and

 (iii) that
 is not a mutual fund;

 (o)
 “ person ”
 includes

 (i)
an individual;

 (ii)
a corporation;

 (iii)
a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not;
and

 (iv)
an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

 (p) “ related
 liabilities ” means liabilities incurred or assumed for the purpose of financing
 the acquisition or ownership of financial assets and liabilities that are secured by financial
 assets;

 (q) “ Schedule
 III bank ” means an authorized foreign bank named in Schedule III of the Bank
 Act (Canada);

 (r) “ spouse ”
 means an individual who (i) is married to another individual and is not living separate and
 apart within the meaning of the Divorce Act (Canada), from the other individual, (ii)
 is living with another individual in a marriage-like relationship, including a marriage-like
 relationship between individuals of the same gender, or (iii) in Alberta, is an individual
 referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning
 of the Adult Interdependent Relationships Act (Alberta); and

 (s) “ subsidiary ”
 means an issuer that is controlled directly or indirectly by another issuer and includes
 a subsidiary of that subsidiary.

 Under
NI 45-106 a person or company is an affiliate of another person or company if one is a subsidiary of the other, or if each of them is
controlled by the same person or company.

 - B 6 -

 Under
NI 45-106, except under Part 2 Division 4 of NI 45-106, a person (first person) is considered to control another person (second person)
if (a) the first person beneficially owns or, directly or indirectly, exercises control or direction over securities of the second person
carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless
that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited
partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership
and the general partner of the limited partnership is the first person.

 Under
NI 45-106 a trust company or trust corporation described in paragraph (p) above of the definition of “accredited investor”
(other than in respect of a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered
or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada)
is deemed to be purchasing as principal.

 Under
NI 45-106 a person described in paragraph (q) above of the definition of “accredited investor” is deemed to be purchasing
as principal.

 The
foregoing representations contained in this certificate are true and accurate as of the date of this certificate and will be true and
accurate as of the Closing Time. If any such representations shall not be true and accurate prior to the Closing Time, the undersigned
shall give immediate written notice of such fact to the Company prior to the Closing Time.

 DATED:

 SIGNED:

 Witness
 (if Purchaser is an individual)

 Print
 the name of witness

 Print
 the name of Purchaser

 If
 Purchaser is not an individual, print name and title of authorized signing officer

 - B 7 -

 APPENDIX
I TO SCHEDULE B

 RISK
ACKNOWLEDGEMENT CERTIFICATE

 WARNING!

 This
 investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

 SECTION
 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

 1.
 About your investment

 Type
 of securities: Preferred Shares

 Issuer:
 LEEF Brands Inc.

 Purchased
 from : Issuer

 SECTIONS
 2 TO 4 TO BE COMPLETED BY THE PURCHASER

 2.
 Risk acknowledgement

 This
 investment is risky. Initial that you understand that:
 Your

 Initials

 Risk
 of loss – You could lose your entire investment of $ __________________ . [ Instruction: Insert the total dollar
 amount of the investment.]

 Liquidity
 risk – You may not be able to sell your investment quickly – or at all.

 Lack
 of information – You may receive little or no information about your investment.

 Lack
 of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the
 salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment.
 To check whether the salesperson is registered, go to www.aretheyregistered.ca .

 3.
 Accredited investor status

 You
 must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to
 you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the
 definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about
 whether you meet these criteria.
 Your

 initials

 ●
 Your
 net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000
 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

 ●
 Your
 net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and
 you expect your combined net income before taxes to be more than $300,000 in the current calendar year.

 ●
 Either
 alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and
 securities.

 ●
 Either
 alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real
 estate) minus your total debt.)

 - B 8 -

 4.
 Your name and signature

 By
 signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
 in this form.

 First
 and last name (please print) :

 Signature:
 Date:

 SECTION
 5 TO BE COMPLETED BY THE SALESPERSON

 5.
 Salesperson information

 [Instruction:
 The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That
 could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration
 requirement.]

 First
 and last name of salesperson (please print):

 Telephone:
 Email:

 Name
 of firm (if registered):

 SECTION
 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

 6.
 For more information about this investment

 LEEF
 Brands Inc.

 Suite
 2500 Park Place, 666 Burrard Street

 Vancouver,
 BC V6C 2X8

 Contact
 person: Kevin Wilson

 Email:
 kevin@leefca.com

 For
 more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca .

 - B 9 -

 SCHEDULE
C

 FOREIGN
PURCHASER’S CERTIFICATE

 (Residents
of Jurisdictions other than Canada and Non-U.S. Purchasers)

 TO:
LEEF BRANDS INC. (the “ Company ”)

 Capitalized
terms not specifically defined in this Schedule C have the meanings ascribed to them in the Subscription Agreement to which this
 Schedule C is attached.

 In
connection with the purchase by the undersigned Purchaser of the Purchaser’s Securities, the Purchaser, on its own behalf and on
behalf of each of the beneficial purchasers for whom the Purchaser is acting, hereby represents, warrants, covenants and certifies to
the Company (and acknowledges that the Company and its counsel are relying thereon) that:

 1. it
 is knowledgeable of, or has been independently advised as to, the applicable securities laws
 of the securities regulatory authorities (“ Authorities ”) having application
 in its jurisdiction of residence or by which it is otherwise governed (the “ International
 Jurisdiction ”) that would apply to this subscription, if there are any;

 2. it
 is purchasing the Securities pursuant to exemptions from any substantive or procedural requirements
 (including without limitation exemptions from prospectus or registration requirements or
 equivalent requirements) under the applicable securities laws of the Authorities in the International
 Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the Securities
 under the applicable securities laws of the Authorities in the International Jurisdiction
 without the need to rely on any exemption;

 3. by
 committing to acquire the Securities, it has obtained all necessary consents and authorizations
 to enable it to agree to subscribe for the Securities and to perform its obligations under
 this Subscription Agreement and it has otherwise observed the laws and regulatory requirements
 of the International Jurisdiction, obtained any requisite governmental or other consents,
 complied with all requisite formalities and paid any issue, transfer or other taxes due in
 such International Jurisdiction in connection with its acceptance and it has not taken any
 action which will or may result in the Company acting in breach of any regulatory or legal
 requirements of any territory or jurisdiction in connection with the Offering;

 4. the
 applicable laws of the Authorities in the International Jurisdiction do not require the Company
 to make any filings or seek any approvals or exemptions of any nature whatsoever from any
 Authority of any kind whatsoever in the International Jurisdiction in connection with the
 sale of the Securities;

 5. the
 purchase of the Securities by the Purchaser does not trigger: (a) any obligation to prepare
 and file a prospectus or similar document, (b) any other report with respect to such purchase
 in the International Jurisdiction or (c) any continuous disclosure reporting obligation of
 the Company in the International Jurisdiction;

 6. it
 will provide such evidence of compliance with all such matters as the Company or its counsel
 may request and it will, if requested by the Company, deliver to the Company, as applicable,
 a certificate or opinion of local counsel from the International Jurisdiction which will
 confirm the matters referred to in paragraphs 2, 3 and 4 above to the satisfaction of the
 Company, as the case may be;

 7. upon
 execution of this Schedule C by or on behalf of the Purchaser, this Schedule C
 shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms
 used herein but not defined shall have the meanings ascribed to them in the Subscription
 Agreement to which this Schedule C is attached;

 8. if
 any representations and warranties contained in this Schedule C shall not be true
 and accurate prior to the Closing Time, the undersigned shall give immediate written notice
 of such fact to the Company prior to the Closing Time;

 9. The
 Subscriber has no intention to sell or distribute either directly or indirectly any of the
 Purchased Securities in Canada; and

 10. The
 Subscriber’s purchase of the Purchased Securities is not part of a plan or scheme to
 avoid the prospectus requirements in connection with a distribution to a person or company
 in Canada.

 - C 2 -

 DATED:

 SIGNED:

 Witness (if Purchaser is an individual)

 Print the name of witness

 Print
 the name of Purchaser

 If
 Purchaser is not an individual, print name and title of authorized signing officer

 Address
 of Purchaser

 Address
 of Purchaser (cont’d)

 SCHEDULE
D

 U.S.
PURCHASER’S certificate

 TO:
LEEF BRANDS INC. (the “ Company ”)

 Reference
is made to the subscription agreement between the Company and the undersigned (referred to herein as the “ Purchaser ”)
dated as of the date hereof to which this Schedule D is attached (the “ Subscription Agreement ”). Upon execution
of this Subscriber Certificate by the Purchaser, this Subscriber Certificate will be incorporated into and form a part of the Subscription
Agreement. Capitalized terms not specifically defined in this Schedule D have the meanings ascribed to them in the Subscription
Agreement to which this Schedule D is attached.

 In
connection with the purchase of the Purchaser’s Securities by the Purchaser, the Purchaser represents, warrants and covenants and
certifies to the Company and acknowledges that the Company is relying thereon that:

 (a) the
 Purchaser is purchasing the Preferred Shares (and the underlying Conversion Shares) (collectively,
 the “ Securities ”) for its own account (or for the account or one or more
 beneficial purchasers over which the Purchaser has sole investment discretion) and the Securities
 are being purchased for investment purposes only and not with a view to resale or distribution
 or for the account or benefit of anyone other than the Purchaser (or such beneficial purchaser).
 The Purchaser has no intention to distribute either directly or indirectly any of the Securities
 in the United States; provided, however, that this paragraph shall not restrict the Purchaser
 from selling or otherwise disposing of any of the Securities pursuant to registration thereof
 pursuant to the U.S. Securities Act and any applicable state securities laws or under an
 exemption from such registration requirements;

 (b) the
 Purchaser understands and acknowledges that the Securities have not been and will not be
 registered under the U.S. Securities Act or the securities laws of any state of the United
 States, and that the offer and sale of Securities to it are being made in reliance upon the
 exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities
 Act and similar exemptions under applicable state securities laws;

 (c) the
 Purchaser (and any beneficial purchaser) is an “accredited investor”, within
 the meaning of Rule 501(a) of Regulation D (a “ U.S.
 Accredited Investor ”), and satisfies the category
 of U.S. Accredited Investor set forth below:

 (PLEASE
CHECK THE BOX FOR THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR AND EXECUTE THIS CERTIFICATE ON THE LAST PAGE HEREOF. PLEASE INITIAL
“P” BESIDE THE CATEGORY FOR THE PURCHASER AND “BP” BESIDE THE CATEGORY FOR THE BENEFICIAL PURCHASER.)

 _____Category
 1.
 A
 bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; or

 _____Category
 2.
 A
 savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in
 its individual or fiduciary capacity; or

 _____Category
 3.
 A
 broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; or

 _____Category
 4.
 An
 insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; or

 _____Category
 5.
 An
 investment company registered under the United States Investment Company Act of 1940, as amended; or

 - D 2 -

 _____Category
 6.
 A
 business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940, as amended; or

 _____Category
 7.
 A
 small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States
 Small Business Investment Act of 1958, as amended; or

 _____Category
 8.
 A
 plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political
 subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000; or

 _____Category
 9.
 An
 employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended, in which
 the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and
 loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of
 U.S. $5,000,000 or, if a self directed plan, with investment decisions made solely by persons who are U.S. Accredited Investors;
 or

 _____Category
 10.
 A
 private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended;
 or

 _____Category
 11.
 An
 organization described in Section 501(c)(3) of the United States Internal Revenue Code of 1976, as amended, a corporation, a Massachusetts
 or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Securities, with total assets in
 excess of U.S. $5,000,000; or

 _____Category
 12.
 A
 trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase
 is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act;

 _____Category
 13.
 Any
 director or executive officer of the Company; or

 _____Category
 14.
 Any
 natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds U.S. $1,000,000 (for purposes
 of calculating net worth: (i) a person’s primary residence shall not be included as an asset, (ii) indebtedness that is secured
 by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of
 the Securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale
 of the Securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary
 residence, the amount of such excess shall be included as a liability) and (iii) indebtedness that is secured by the person’s
 primary residence in excess of the estimated fair market value of the primary residence at the time of sale of the Securities shall
 be included as a liability); or

 _____Category
 15.
 A
 natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with
 that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same
 income level in the current year; or

 _____Category
 16.
 An
 entity in which all of the equity owners are U.S. Accredited Investors;

 - D 3 -

 (d) the
 Purchaser acknowledges that it has not purchased the Securities as a result of any form of
 “general solicitation”…

EX-1.3 · ex1-3.htm

EX-1.3
 4
 ex1-3.htm
 EX-1.3

 Exhibit
1.3

 UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 8, 2026.

 WARRANTS
TO PURCHASE

 COMMON
SHARES OF LEEF BRANDS, INC.

 Date:
 C

 Warrant
 Certificate Number:

 X

 Number
 of Warrants:

 XXX,XXX

 THIS
IS TO CERTIFY THAT, for value received, “X” (the “ Warrantholder ”), has the right to purchase in respect
of each whole warrant (individually, a “ Warrant ” and, collectively, the “ Warrants ”) represented
by this certificate or by a replacement certificate (in either case, this “ Warrant Certificate ”), at any time up to
5:00 p.m. (Toronto time) on May 7, 2028 (the “ Expiry Time ”), one fully paid and non-assessable common share (individually,
a “ Common Share ” and, collectively, the “ Common Shares ” and which terms shall include any shares
or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of LEEF Brands, Inc.
(the “ Corporation ”), a corporation existing under the Business Corporations Act (British Columbia), as constituted
on the date hereof at a purchase price (the purchase price in effect from time to time being called the “ Exercise Price ”)
of $0.30 per Common Share, subject to adjustment as provided herein.

 The
Warrants are being issued to the Warrantholder in connection with the issuance and sale by the Corporation of units (each a “ Unit ”)
consisting of one Common Share in the capital of the Corporation and one Warrant.

 The
Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the
Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made
for such Common Shares as aforesaid.

 Nothing
contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry
Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.

 The
above provisions are subject to the following:

 1. Exercise:
 In the event that the Warrantholder desires to exercise the right to purchase Common
 Shares conferred hereby, the Warrantholder shall complete, to the extent possible in the
 manner indicated, and execute a subscription form in the form attached as Schedule “A”
 to this Warrant Certificate, surrender this Warrant Certificate to the Corporation in accordance
 with this Section 1, and pay the amount payable upon the exercise of such Warrants in respect
 of the Common Shares subscribed for by certified cheque, bank draft or money order in lawful
 money of Canada payable to the Corporation or by transmitting same day funds in lawful money
 of Canada by wire to such account as the Corporation shall direct the Warrantholder. Upon
 such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes
 to be the holder of record of the number of Common Shares to be so issued and the Warrantholder
 shall be entitled to delivery of a certificate or certificates representing such Common Shares
 and the Corporation shall cause such certificate or certificates to be delivered to the Warrantholder
 at the address specified in the subscription form within three business days after such surrender
 and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise
 of the Warrants and the Warrantholder will not be entitled to any cash payment or compensation
 in lieu of a fractional Common Share.

 - 2 -

 2. U.S.
 Restrictions:

 (1) U.S.
 Registration Restrictions : Neither the Warrants represented by this Warrant Certificate
 nor the Common Shares issuable upon exercise hereof have been or will be registered under
 the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”)
 nor under the securities laws of any state of the United States. The Warrants represented
 by this Certificate may only be exercised by or on behalf of a holder who, at the time of
 exercise, either:

 (a) is
 not, and is not exercising the Warrant for the account or benefit of, a U.S. Person or a
 person in the United States;

 (i) did
 not execute or deliver the exercise form while in the United States;

 (ii) delivery
 of the Common Shares will not be to an address in the United States; and

 (iii) has
 in all other respects complied with the terms of Regulation S of the U.S. Securities Act;
 or

 (b) is
 the original subscriber for the Warrants, on its own behalf or on behalf of the original
 beneficial purchaser (if any), it and such beneficial purchaser (if any) are “accredited
 investors” that satisfy one or more of the criteria set forth in Rule 501(a) of Regulation
 D under the U.S. Securities Act, it delivered a United States Accredited Investor Certificate
 to the Corporation in connection with the subscription for the Units pursuant to which the
 Warrants were acquired, and the representations, warranties and covenants made by the undersigned
 therein are true and correct on the date of exercise of the Warrants in respect to the exercise
 of the Warrants and it represents to the Corporation as such; or

 (c) is
 the original subscriber of the Warrants and is exercising the Warrants solely for its own
 account or for the account of the original beneficial owner, if any, and for whose account
 such original purchaser exercises sole investment discretion; each of it and any beneficial
 owner was on the date the Warrants were purchased from the Corporation, and is on the date
 of exercise of the Warrants, an “accredited investor” that satisfies one or more
 of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, and
 all the representations, warranties and covenants agreed upon or made by the Warrantholder,
 or any beneficial purchaser, as the case may be, during the purchase of the Warrants from
 the Corporation continue to be true and correct as of the date of exercise; or

 (d) is
 tendering with the exercise form a written opinion of counsel of recognized standing in form
 and substance reasonably satisfactory to the Corporation to the effect that the Common Shares
 to be delivered upon exercise of the Warrants have been registered under the U.S. Securities
 Act and all applicable state securities laws of the United States or are exempt from such
 registration requirements.

 - 3 -

 As
used herein, the terms “United States” and “U.S. Person” have the meaning assigned to them in Regulation S under
the U.S. Securities Act.

 (2) Restrictive
 Legends : All certificates representing Common Shares issued to persons who exercise the
 Warrants pursuant to subsections 1(b) or 1(c) above on the exercise of the rights represented by
 this Warrant Certificate will, unless such Common Shares are registered under the U.S. Securities
 Act and the securities laws of all applicable states of the United States, bear the following
 legend:

 “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904
OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,
AND, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES
ACT, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION
MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION’S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

 provided,
that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation
S, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation
and to the Corporation, in such form as the Corporation may prescribe from time to time and, if requested by the Corporation or the registrar
and transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the registrar
and transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S;

 provided
further, that if any of the Common Shares are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with
any applicable state securities laws, the legend may be removed by delivery to the Corporation’s registrar and transfer agent of
an opinion satisfactory to the Corporation and its registrar and transfer agent to the effect that the legend is no longer required under
applicable requirements of the U.S. Securities Act or applicable state securities laws.

 - 4 -

 3. Partial
 Exercise : The Warrantholder may from time to time subscribe for and purchase any
 lesser number of Common Shares than the number of Common Shares expressed in this Warrant
 Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser
 number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to
 receive a replacement certificate representing the unexercised balance of the Warrants.

 4. Not
 a Shareholder : The holding of the Warrants shall not constitute the Warrantholder
 a shareholder of the Corporation nor entitle the Warrantholder to any right or interest in
 respect thereof except as expressly provided in this Warrant Certificate.

 5. Covenants,
 Representations and Warranties :

 (1) The
 Corporation hereby represents and warrants that:

 (a) The
 Corporation is duly authorized and has the corporate and lawful authority to create and issue
 the Warrants and the Common Shares issuable upon the exercise hereof and perform its obligations
 hereunder.

 (b) All
 Common Shares which are issued upon the exercise of the right of purchase provided in this
 Warrant Certificate, upon payment therefor of the Exercise Price at which such Common Shares
 may be purchased pursuant to the provisions of this Warrant Certificate, shall be deemed
 to be fully paid and non-assessable shares and free from all taxes, liens and charges with
 respect to the issue thereof.

 (c) This
 Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable
 in accordance with the provisions of this Warrant Certificate.

 (2) The
 Corporation hereby covenants and agrees that:

 (a) So
 long as any Common Shares evidenced hereby remain outstanding, the Corporation will cause
 the Common Shares from time to time subscribed for and purchased in the manner provided in
 this Warrant Certificate and the certificate or certificates representing such Common Shares
 to be issued and that, at all times prior to the Expiry Time, it has authorized and will
 reserve and there will remain unissued a sufficient number of Common Shares to satisfy the
 right of purchase provided for in this Warrant Certificate.

 (b) The
 Corporation shall use commercially reasonable efforts to preserve and maintain its corporate
 existence.

 (c) If,
 in the opinion of counsel for the Corporation, any prospectus or other filing is required
 to be filed with or any permission is required to be obtained from any securities regulatory
 body or any other step is required under any federal or provincial law before any Common
 Shares which the Warrantholder is entitled to purchase pursuant to the Warrant may properly
 and legally be issued upon exercise thereof, the Corporation covenants that it will use commercially
 reasonable efforts to take such action.

 - 5 -

 6. Anti-Dilution
 Protection :

 (1) Definitions :
 For the purposes of this Section 6, unless there is something in the subject matter or context
 inconsistent therewith, the words and terms defined below shall have the respective meanings
 specified therefor in this subsection 6(1):

 (a) “ Adjustment
 Period ” means the period commencing on the date of issue of the Warrants and ending
 at the Expiry Time;

 (b) “ Current
 Market Price ” of the Common Shares at any date means the price per share equal
 to the weighted average price at which the Common Shares have traded on the Canadian Securities
 Exchange (the “ CSE ”) or, if the Common Shares are not then listed on the
 CSE, on such other Canadian stock exchange as may be selected by the directors of the Corporation
 for such purpose or, if the Common Shares are not then listed on any Canadian stock exchange,
 in the over-the-counter market, during the period of 20 consecutive trading days ending on
 the third business day before such date; provided that the weighted average price shall be
 determined by dividing the aggregate sale price of all Common Shares sold on the said exchange
 or market, as the case may be, during such 20 consecutive trading days by the total number
 of Common Shares so sold; and provided further that if the Common Shares are not then listed
 on any Canadian stock exchange or quoted for trading in the over the counter market, then
 the Current Market Price shall be determined by a firm of independent chartered accountants
 selected by the directors of the Corporation;

 (c) “ director ”
 or “ director of the Corporation ” means a director of the Corporation for
 the time being and, unless otherwise specified herein, a reference to action “by the
 directors” means action by the directors of the Corporation as a board or, whenever
 empowered, action by any committee of the directors of the Corporation; and

 (d) “ trading
 day ” with respect to a stock exchange or over-the-counter market means a day on
 which such stock exchange or market is open for business.

 (2) Adjustments :
 The Exercise Price and the number of Common Shares issuable to the Warrantholder pursuant
 to this Warrant Certificate shall be subject to adjustment from time to time in the events
 and in the manner provided as follows:

 (a) If,
 at any time during the Adjustment Period, the Corporation shall:

 (i) make
 a distribution to, the holders of all or substantially all of the outstanding Common Shares
 payable in Common Shares or securities exchangeable or exercisable for or convertible into
 Common Shares;

 (ii) subdivide,
 re-divide or otherwise change the outstanding Common Shares into a greater number of Common
 Shares; or

 (iii) reduce,
 combine or consolidate the outstanding Common Shares into a lesser number of Common Shares,

 - 6 -

 (any
of such events in subclauses 6(2)(a)(i), 6(2)(a)(ii) and 6(2)(a)(iii) above being herein called a “ Common Share
Reorganization ”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares
are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the
amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case
may be, by a fraction:

 A. the
 numerator of which shall be the number of Common Shares outstanding on such record date or
 effective date, as the case may be, before giving effect to such Common Share Reorganization;
 and

 B. the
 denominator of which shall be the number of Common Shares which will be outstanding immediately
 after giving effect to such Common Share Reorganization.

 To
the extent that any adjustment in the Exercise Price occurs pursuant to this clause 6(2)(a) as a result of the fixing by the Corporation
of a record date for the distribution of securities exchangeable or exercisable for or convertible into Common Shares, the Exercise Price
shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Exercise Price which would
then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further
readjusted in such manner upon the expiry of any further such right.

 (b) If,
 at any time during the Adjustment Period, the Corporation shall fix a record date for the
 issue or distribution to the holders of all or substantially all of the outstanding Common
 Shares of rights, options or warrants pursuant to which such holders are entitled, during
 a period expiring not more than 90 days after the record date for such issue (such period
 being the “ Rights Period ”), to subscribe for or purchase Common Shares
 or securities exchangeable or exercisable for or convertible into Common Shares at a price
 per share to the holder (or, in the case of securities exchangeable or exercisable for or
 convertible into Common Shares, at an exchange, exercise or conversion price per share) at
 the date of issue of such securities of less than 95% of the Current Market Price of the
 Common Shares on such record date (any of such events being called a “ Rights Offering ”),
 the Exercise Price shall be adjusted effective immediately after the record date for such
 Rights Offering to the amount determined by multiplying the Exercise Price in effect on such
 record date by a fraction:

 - 7 -

 (i) the
 numerator of which shall be the aggregate of

 A. the
 number of Common Shares outstanding as of the record date for the Rights Offering, and

 B. the
 quotient determined by dividing

 (1) either
 (a) where the event giving rise to the application of this Section 6(2)(b) was the issue
 or distribution of rights, options or warrants to the holders of Common Shares under which
 such holders are entitled to subscribe for or purchase additional Common Shares, the product
 of the maximum number of Common Shares offered during the Rights Period pursuant to the Rights
 Offering and the price at which such Common Shares are offered, or (b) where the event giving
 rise to the application of this Section 6(2)(b) was the issue or distribution of rights,
 options or warrants to the holders of Common Shares under which such holders are entitled
 to subscribe for or purchase securities exchangeable or exercisable for or convertible into
 Common Shares, the product of the exchange, exercise or conversion price of the securities
 so offered and the maximum number of Common Shares for or into which the securities offered
 pursuant to the Rights Offering may be exchanged, exercised or converted, as the case may
 be, by

 (2) the
 Current Market Price of the Common Shares as of the record date for the Rights Offering;
 and

 (ii) the
 denominator of which shall be the aggregate of the number of Common Shares outstanding on
 such record date and the number of Common Shares offered pursuant to the Rights Offering
 (including, in the case of the issue or distribution of securities exchangeable or exercisable
 for or convertible into Common Shares, the number of Common Shares for or into which such
 securities may be exchanged, exercised or converted).

 If,
by the terms of the rights, options or warrants referred to in this clause 6(2)(b), there is more than one purchase, exchange, exercise
or conversion price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or
purchase, or the aggregate exchange, exercise or conversion price of the exchangeable, exercisable or convertible securities so offered,
shall be calculated for purposes of the adjustment on the basis of the lowest purchase, exchange, exercise or conversion price per Common
Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding
for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 6(2)(b)
as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to
in this clause 6(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion
right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable
after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

 - 8 -

 (c) If,
 at any time during the Adjustment Period, the Corporation shall fix a record date for the
 issue or distribution to the holders of all or substantially all of the outstanding Common
 Shares of:

 (i) shares
 of the Corporation of any class other than Common Shares;

 (ii) rights,
 options or warrants to acquire Common Shares or securities exchangeable or exercisable for
 or convertible into Common Shares (other than rights, options or warrants pursuant to which
 holders of Common Shares are entitled, during a period expiring not more than 90 days after
 the record date for such issue, to subscribe for or purchase Common Shares or securities
 exchangeable or exercisable for or convertible into Common Shares at a price per share (or,
 in the case of securities exchangeable or exercisable for or convertible into Common Shares,
 at an exchange, exercise or conversion price per share) on the record date for the issue
 of such securities to the holder of at least 95% of the Current Market Price of the Common
 Shares on such record date);

 (iii) evidences
 of indebtedness of the Corporation; or

 (iv) any
 property or assets of the Corporation;

 and
if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events
being herein called a “ Special Distribution ”), the Exercise Price shall be adjusted effective immediately after the
record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on such record date for
the Special Distribution by a fraction:

 A. the
 numerator of which shall be the difference between

 (1) the
 product of the number of Common Shares outstanding on such record date and the Current Market
 Price of the Common Shares on such record date, and

 (2) the
 aggregate fair market value, as determined by action by nationally or internationally recognized
 and independent firm of chartered accountants as may be selected by action by the directors
 of the Corporation, and subject to the approval of any stock exchange on which the Shares
 may then be listed, where required, to the holders of Common Shares of the shares, rights,
 options, warrants, evidences of indebtedness or property or assets to be issued or distributed
 in the Special Distribution, and

 - 9 -

 B. the
 denominator of which shall be the product obtained by multiplying the number of Common Shares
 outstanding on such record date by the Current Market Price of the Common Shares on such
 record date.

 Any
Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation.
To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 6(2)(c) as a result of the fixing by the Corporation
of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable or
exercisable for or convertible into Common Shares referred to in this clause 6(2)(c), the Exercise Price shall be readjusted immediately
after the expiry of any relevant exchange, exercise or conversion right to the amount which would then be in effect based upon the number
of Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any
further such right. To the extent that such Special Distribution is not ultimately so made, the Exercise Price shall then be readjusted
to the Exercise Price which would then be in effect if such record date had not been fixed.

 (d) If,
 at any time during the Adjustment Period, there shall occur:

 (i) a
 reclassification or redesignation of the Common Shares, a change of the Common Shares into
 other shares or securities or any other capital reorganization involving the Common Shares
 other than a Common Share Reorganization;

 (ii) a
 consolidation, amalgamation, arrangement or merger of the Corporation with or into another
 body corporate which results in a reclassification or redesignation of the Common Shares
 or a change of the Common Shares into other shares or securities; or

 (iii) the
 transfer of the undertaking or assets of the Corporation as an entirety or substantially
 as an entirety to another corporation or entity;

 (any
of such events being called a “ Capital Reorganization ”), after the effective date of the Capital Reorganization, the
Warrants shall remain outstanding and the Warrantholder shall be entitled to receive, upon exercising any of the Warrants after the effective
date of such Capital Reorganization, in lieu of the number of Common Shares to which the Warrantholder was theretofore entitled upon
the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization
which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof,
the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase
or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall
be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Warrantholder
to the end that the provisions of this Section 6 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible
in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants and the Corporation
or any successor corporation or entity shall be entitled to deliver a replacement certificate representing the rights and interests of
the Warrantholder as a result of such Capital Reorganization.

 - 10 -

 (e) If,
 at any time during the Adjustment Period, any adjustment or readjustment in the Exercise
 Price shall occur pursuant to the provisions of clause 6(2)(a), 6(2)(b) or 6(2)(c) of this
 Warrant Certificate, then the number of Common Shares purchasable upon the subsequent exercise
 of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying
 the number of Common Shares purchasable upon the exercise of the Warrants immediately prior
 to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction
 used in the adjustment or readjustment of the Exercise Price.

 (3) Rules :
 The following rules and procedures shall be applicable to adjustments made pursuant to subsection
 6(2) of this Warrant Certificate:

 (a) If
 any event of the type contemplated by the provisions of this Section 6 but not expressly
 provided for by such provisions (including, without limitation, the granting of stock appreciation
 rights, phantom stock rights or other rights with equity features) occurs, then the board
 of directors of the Corporation shall promptly make an appropriate adjustment in the Exercise
 Price and the number of Common Shares issuable upon exercise of this Warrant so as to protect
 the rights of the Warrantholder in a manner consistent with the provisions of this Section
 6.

 (b) If
 more than one subsection of Section 6 is applicable to a single event, the board of directors
 of the Corporation shall make the most appropriate adjustment and no single event shall cause
 an adjustment under more than one subsection of Section 6 so as to result in duplication.

 (c) Subject
 to the following clauses of this subsection 6(3), any adjustment made pursuant to subsection
 6(2) hereof shall be made successively whenever an event referred to therein shall occur,
 and will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth
 of one cent and will be made successively whenever an event referred to therein occurs, subject
 to the following subsections of this Section 6.

 (d) No
 adjustment in the Exercise Price or in the number or kind of securities purchasable upon
 the exercise of the Warrants shall be made in respect of any event described in Section 6
 hereof if the Warrantholder is entitled to participate in such event on the same terms mutatis
 mutandis as if the Warrantholder had exercised the Warrants prior to or on the record
 date or effective date, as the case may be, of such event.

 - 11 -

 (e) No
 adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise
 of the Warrants shall be made pursuant to subsection 6(2) hereof in respect of the issue
 from time to time of Common Shares pursuant to this Warrant Certificate or pursuant to any
 stock option, stock purchase or stock bonus plan in effect from time to time for directors,
 officers or employees of the Corporation and any such issue, and any grant of options in
 connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering
 nor any other event described in subsection 6(2) hereof.

 (f) If,
 at any time during the Adjustment Period, the Corporation shall take any action affecting
 the Common Shares, other than an action or event described in subsection 6(2) hereof, which,
 in the opinion of the directors of the Corporation, would have a material adverse effect
 upon the rights of Warrantholders, either or both the Exercise Price and the number of Common
 Shares purchasable upon exercise of the Warrants shall be adjusted in such manner and at
 such time by action by the directors of the Corporation, in their sole discretion, as may
 be equitable in the circumstances. Failure of the taking of action by the directors of the
 Corporation so as to provide for an adjustment prior to the effective date of any action
 by the Corporation affecting the Common Shares shall be deemed to be conclusive evidence
 that the directors of the Corporation have determined that it is equitable to make no adjustment
 in the circumstances.

 (g) If
 the Corporation shall set a record date to determine holders of Common Shares for the purpose
 of entitling such holders to receive any dividend or distribution or any subscription or
 purchase rights and shall, thereafter and before the distribution to such holders of any
 such dividend, distribution or subscription or purchase rights, legally abandon its plan
 to pay or deliver such dividend, distribution or subscription or purchase rights, then no
 adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise
 of the Warrants shall be required by reason of the setting of such record date.

 (h) In
 any case in which this Warrant Certificate shall require that an adjustment shall become
 effective immediately after a record date for an event referred to in subsection 6(2) hereof,
 the Corporation may defer, until the occurrence of such event:

 (i) issuing
 to the Warrantholder, to the extent that the Warrants are exercised after such record date
 and before the occurrence of such event, the additional Common Shares or other securities
 issuable upon such exercise by reason of the adjustment required by such event; and

 (ii) delivering
 to the Warrantholder any distribution declared with respect to such additional Common Shares
 or other securities after such record date and before such event;

 - 12 -

 provided,
however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder
upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares purchasable
upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable upon the
exercise of the Warrants.

 (i) In
 the absence of a resolution of the directors of the Corporation fixing a record date for
 a Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor
 the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering.

 (j) If
 a dispute shall at any time arise with respect to adjustments of the Exercise Price or the
 number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall
 be conclusively determined by the auditors of the Corporation or if they are unable or unwilling
 to act, by such other firm of independent chartered accountants as may be selected by the
 directors of the Corporation and any such determination shall be conclusive evidence of the
 correctness of any adjustment made pursuant to subsection 6(2) hereof and shall be binding
 upon the Corporation and the Warrantholder.

 (k) As
 a condition precedent to the taking of any action which would require an adjustment pursuant
 to subsection 6(2) hereof, including the Exercise Price and the number or class of Common
 Shares or other securities which are to be received upon the exercise thereof, the Corporation
 shall take any action which may, in the opinion of counsel to the Corporation, be necessary
 in order that the Corporation may validly and legally issue as fully paid and non-assessable
 shares all of the Common Shares or other securities which the Warrantholder is entitled to
 receive in accordance with the provisions of this Warrant Certificate

 (l) As
 promptly as reasonably practicable following any adjustment of the Exercise Price, the Corporation
 shall furnish to the Warrantholder a certificate of an executive officer setting forth in
 reasonable detail such adjustment and the facts upon which it is based and certifying the
 calculation thereof.

 (4) Notice :
 At least 21 days prior to the earlier of the record date or effective date of any event which
 requires or might require an adjustment in any of the rights of the Warrantholder under this
 Warrant Certificate, including the Exercise Price or the number of Common Shares which may
 be purchased under this Warrant Certificate, the Corporation shall deliver to the Warrantholder
 a certificate of the Corporation specifying the particulars of such event and, if determinable,
 the required adjustment and the calculation of such adjustment. In case any adjustment for
 which a notice in this subsection 6(4) has been given is not then determinable, the Corporation
 shall promptly after such adjustment is determinable deliver to the Warrantholder a certificate
 providing the calculation of such adjustment. The Corporation hereby covenants and agrees
 that the register of transfers and share transfer books for the Common Shares will be open,
 and that the Corporation will not take any action which might deprive the Warrantholder of
 the opportunity of exercising the rights of subscription contained in this Warrant Certificate,
 during such 21 day period.

 - 13 -

 7. Consolidation
 and Amalgamation :

 (1) In
 the case of the Corporation entering into a transaction whereby all or substantially all
 of its undertaking, property and assets would become the property of any other corporation
 and/or its securities exchanged for the securities of another corporation (herein called
 a “successor corporation”) whether by way of reorganization, reconstruction,
 consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, the successor
 corporation shall be bound by all of the provisions hereof including the due and punctual
 performance of all covenants of the Corporation and forthwith following the occurrence of
 such event, the successor corporation resulting from such reorganization, reconstruction,
 consolidation, amalgamation, merger, transfer, sale, disposition or otherwise (if not the
 Corporation or a subsidiary of the Corporation), shall expressly assume, by supplemental
 certificate satisfactory in form to the Warrantholder, acting reasonably, and executed and
 delivered to the Warrantholder, the due and punctual performance and observance of this Warrant
 Certificate to be performed and observed by the Corporation and these securities and the
 terms set forth in this Warrant certificate will be a valid and binding obligation of the
 successor corporation entitling the Warrantholder, as against the successor corporation,
 to all the rights of the Warrantholder under this Warrant Certificate.

 (2) Whenever
 the conditions of Section 7(1) shall have been duly observed and performed the successor
 corporation shall possess, and from time to time may exercise, each and every right and power
 of the Corporation under this Warrant Certificate in the name of the Corporation or otherwise
 and any act or proceeding by any provision hereof required to be done or performed by any
 director or officer of the Corporation may be done and performed with like force and effect
 by the like directors or officers of the successor corporation.

 8. No
 Obligation to Purchase : Nothing herein contained or done pursuant hereto shall obligate
 the Warrantholder to purchase or pay for or the Corporation to issue any Common Shares except
 those Common Shares in respect of which the Warrantholder shall have exercised its right
 to purchase in the manner provided hereunder.

 9. Change;
 Waiver : Subject to the approval of the CSE (or such other stock exchange on which
 the Common Shares are listed or posted for trading), the provisions of these Warrants may
 from time to time be amended, modified or waived, if such amendment, modification or waiver
 is in writing and consented to in writing by the Corporation and the Warrantholder.

 10. Further
 Assurances : The Corporation hereby covenants and agrees that it will do, execute,
 acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and
 every such other act, deed and assurance as the Warrantholder shall reasonably require for
 the better accomplishing and effectuating of the intentions and provisions of this Warrant
 Certificate.

 11. Time
 of Essence : Time shall be of the essence of this Warrant Certificate.

 - 14 -

 12. Governing
 Laws : This Warrant Certificate shall be construed in accordance with the laws of
 the Province of British Columbia and the federal laws of Canada applicable therein.

 13. Notices :
 All notices or other communications to be given under this Warrant Certificate shall be delivered
 by hand, courier, ordinary prepaid mail, facsimile or by electronic transmission and, if
 delivered by hand, shall be deemed to have been given on the delivery date, if delivered
 by ordinary prepaid mail shall be deemed to have been given on the fifth day following the
 delivery date and, if sent by facsimile or electronic transmission, on the date of transmission
 if sent before 5:00 p.m. (Toronto time), on a business day or, if sent after 5:00 p.m. (Toronto
 time), or such day is not a business day, on the first business day following the date of
 transmission.

 Notices
to the Corporation shall be addressed to:

 LEEF
Brands, Inc.

 666
Burrard Street, Suite 2500

 Vancouver,
BC V6C 2X8

 Attention:

 Kevin
 Wilson, Chief Financial Officer

 Email:
 kevin@leefca.com

 with
a copy (which shall not constitute notice) to:

 Bennett
Jones LLP

 3400
One First Canadian Place

 P.O.
Box 130

 Toronto,
ON M5X 1A4

 Attention:

 Aaron
 Sonshine, Partner

 Email:
 SonshineA@bennettjones.com

 Notices
to the Warrantholder shall be addressed to the address of the Warrantholder set out on the face page of this Warrant Certificate.

 The
Corporation and the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address
for service under this Warrant Certificate.

 14. Lost
 Certificate : If this Warrant Certificate or any replacement hereof becomes stolen,
 lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion
 impose, acting reasonably, issue and deliver a new certificate, in form identical hereto
 but with appropriate changes, representing any unexercised portion of the subscription rights
 represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

 15. Language :
 The parties hereto acknowledge and confirm that they have requested that this Warrant
 Certificate as well as all notices and other documents contemplated hereby be drawn up in
 the English language. Les parties aux présentes reconnaissent et confirment qu’elles
 ont exigé que la présente convention ainsi que tous les avis et documents qui
 s’y rattachent soient rédigés en langue anglaise .

 16. Transfer :
 The Warrants are transferable and the term “ Warrantholder ” shall mean
 and include any successor, transferee or assignee of the current or any future Warrantholder.
 The Warrants may be transferred by the Warrantholder completing and delivering to the Corporation
 the transfer form attached hereto as Schedule “B” and subject to compliance
 with all applicable laws including the applicable securities legislation.

 17. Successors
 and Assigns : This Warrant Certificate shall enure to the benefit of the Warrantholder
 and the successors and assignees thereof and shall be binding upon the Corporation and the
 successors thereof.

 18. Canadian
 Dollars : All references herein to monetary amounts are references to lawful money
 of Canada.

 19. Electronic
 Execution : This Warrant Certificate may be executed electronically (i.e., in portable
 document format (“.pdf”), DocuSign or similar) and may be delivered in original
 or electronic form, and when so executed and delivered will be deemed to be an original.

 [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer as of the _____ day of
_______________, 2026.

 LEEF
 BRANDS, INC.

 By:

 Authorized
 Officer

 [Signature
Page to Warrant Certificate]

 Schedule
“A”

 SUBSCRIPTION
FORM

 TO:
 LEEF
 BRANDS, INC.

 The
undersigned hereby subscribes for _______________ common shares (“ Common Shares ”) of LEEF Brands, Inc. (the “ Corporation ”)
(or such other number of Common Shares or other securities to which such subscription entitles the undersigned in lieu thereof or in
addition thereto pursuant to the provisions of the warrant certificate (the “ Warrant Certificate ”) dated May 7, 2026
issued by the Corporation) at the purchase price of $0.30 per Common Share (or at such other purchase price as may be in effect under
the provisions of the Warrant Certificate) and on and subject to the other terms and conditions specified in the Warrant Certificate
and hereunder and encloses herewith a certified cheque, bank draft or money order in lawful money of Canada payable to the Corporation
or has transmitted same day funds by wire to such account as the Corporation directed the undersigned in payment of the subscription
price.

 The
undersigned hereby represents and warrants to the Corporation that the undersigned (check one):

 ☐ 1.
 at the time of exercise of these warrants (i) is not in the United States; (ii) is not a
 U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended
 (the “ U.S. Securities Act ”); (iii) is not exercising these warrants on
 behalf of, or for the account of, a U.S. Person or a person in the United States; (iv) did
 not acquire these warrants in the United States or on behalf of, or for the account or benefit
 of, a U.S. Person or a person in the United States; (v) did not execute or deliver this exercise
 form in the United States; (vi) is not requesting delivery in the United States of the Common
 Shares issuable upon such exercise; and (vii) represents and warrants that the exercise of
 these warrants and acquisition of the Common Shares occurred in an “offshore transaction”
 (as defined in Regulation S under the U.S. Securities Act); OR

 ☐ 2.
 is

 (A)
(i) present in the United States, (ii) a U.S. Person, (iii) a person exercising these warrants for the account or benefit of a U.S. Person
or a person in the United States, or (iv) requesting delivery in the United States of the Common Shares issuable upon such exercise;
and

 (B)
the undersigned has an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws
available for the exercise of these warrants, and has delivered to the Corporation a written opinion of U.S. counsel, in form and substance
reasonably satisfactory to the Corporation, or such other evidence reasonably satisfactory to the Corporation to that effect; OR

 ☐ 3.
 is the original purchaser of these warrants and (a) purchased these warrants directly from
 the Corporation pursuant to the terms and conditions of a subscription agreement for the
 purchase of units from the Corporation; (b) is exercising these warrants solely for its own
 account or for the account of the original beneficial owner, if any; (c) each of it and any
 beneficial owner was on the date these warrants were purchased from the Corporation, and
 is on the date of exercise of these warrants, an “accredited investor” within
 the meaning of Rule 501(a) under the U.S. Securities Act; and (d) all the representations,
 warranties and covenants agreed upon or made by the undersigned during the purchase of these
 warrants from the Corporation continue to be true and correct as if duly executed as of the
 date thereof; OR

 ☐ 4.
 is the original purchaser of these warrants and (a) purchased these warrants directly from
 the Corporation pursuant to the terms and conditions of a subscription agreement for the
 purchase of units from the Corporation; (b) is exercising these warrants solely for its own
 account or for the account of the original beneficial owner, if any, and for whose account
 such original purchaser exercises sole investment direction; (c) each of it and any beneficial
 owner was on the date these warrants were purchased from the Corporation, and is on the date
 of exercise of these warrants, a “qualified institutional buyer” (as that term
 is used in Rule 144A of the U.S. Securities Act) and is also an “accredited investor”
 that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under
 the U.S. Securities Act; and (d) all the representations, warranties and covenants agreed
 upon or made by the undersigned, or any beneficial purchaser, as the case may be during the
 purchase of these warrants from the Corporation continue to be true and correct as if duly
 executed as of the date thereof.

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

 The
undersigned holder understands that unless Box 1 or 4 above is checked, the certificate representing the Common Shares issued upon exercise
of the warrants represented by this Warrant Certificate will 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 (as described in the Warrant Certificate
and the subscription documents). If Box 2 above is checked, holders are encouraged to consult with the Corporation in advance to determine
that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.

 If
Box 2 or Box 3 is checked, any certificate representing the Common Shares issuable upon exercise of these warrants will bear an applicable
United States restrictive legend

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

 Name
 in Full

 Address

 Number
 of Common Shares

 DATED
this _____ day of _______________, 20_____.

 By:

 Schedule
“B”

 FORM
OF TRANSFER

 FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________________________________________________(include
name and address of the transferee) Warrants exercisable for common shares of LEEF Brands, Inc. (the “ Corporation ”)
registered in the name of the undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints _________________________________________
the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation with full power of substitution.

 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):

 ☐
 (A) the
 transfer is being made to the Corporation; OR

 ☐
 (B) the
 transfer is being made outside the United States in accordance with Regulation S under the United States Securities Act of 1933,
 as amended (the “ U.S. Securities Act ”), and in compliance with any applicable local securities laws and regulations
 and the Warrantholder has provided herewith a declaration for removal of U.S. Legend in such form as the Corporation or its transfer
 agent may prescribe from time to time; OR

 ☐
 (C) the
 transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided
 by (i) Rule 144 or (ii) Rule 144A thereunder, and in either case in accordance with applicable state securities laws;
 OR

 ☐
 (D) the
 transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance
 with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities
 law.

 In
the case of a transfer in accordance with (C)(i) or (D) above, the Corporation and its transfer agent shall first have received an opinion
of counsel of recognized standing 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.

 [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 DATED
this _____ day of _______________, 20_____.

 Signature
of Transferor guaranteed by:

 Name
 of Bank or Trust Company:

 Signature
 of Transferor

 Address
 of Transferor

 Instructions:

 1. The
 name of the transferor must correspond with the name written upon the face of this Warrant
 Certificate in every particular without any changes whatsoever.

 2. The
 signature of the Transferor on the Transfer Form must be guaranteed by an authorized officer
 of a chartered bank, trust company or an investment dealer who is a member of a recognized
 stock exchange, and the Warrantholder must pay any applicable transfer taxes or fees.

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