PAURIC DUFFY AND PETER COMERFORD ANNOUNCE CONVERSION OF PREFERRED SHARES OF THE FLOWR CORPORATION - Seite 2

Pursuant to the SPA, Flowr appointed PD to the Flowr Board following the closing of the Acquisition.

Board Observer Right

Until the earlier of (i) the first business day on which PD beneficially owns Preferred Shares and Common Shares (the “Shares”) representing less than 10% of the then issued and outstanding Common Shares on a partially diluted basis, and (ii) the first business day on which PD ceases to be a director of Flowr, PD has the right to appoint one non-voting observer to attend and observe meetings of the Flowr Board, subject to such observer first providing Flowr a confidentiality agreement in form and content satisfactory to Flowr, acting reasonably.

Consent Right

Until the earlier of the first business day on which (i) PD beneficially owns Shares representing less than 13% of the then issued and outstanding Common Shares on a partially diluted basis, and (ii) the conversion or redemption of all of the Preferred Shares held by PD and his affiliates, the completion of a Consent Transaction (as defined herein) by Flowr will require the prior written consent of PD (not to be unreasonably withheld). This consent right, however, will not restrict the board of directors of Flowr (the “Flowr Board”) from exercising its fiduciary duties to the Issuer. “Consent Transaction” means either (A) a merger, amalgamation, arrangement, reorganization, or other business combination or similar transaction involving Flowr and/or any of its subsidiaries in which (i) the consent or approval of the Flowr Board and the holders of Common Shares is required to complete the transaction, (ii) less than 10% of the total consideration payable pursuant to the transaction is cash consideration, and (iii) the holders of Common Shares on a partially diluted basis immediately before the completion of the transaction would hold less than 50% of the common shares or other equity securities of Flowr’s successor or of the continuing or surviving entity immediately following the completion of such transaction, assuming the conversion of all of the Preferred Shares and Class A preferred shares of The Flowr Canada Holdings ULC immediately prior to the completion of the transaction; or (B) (i) a share sale transaction that would result in a direct or indirect change of control of RPK Biopharma, Unipessoal Lda. (“RPK”) or TCann Pty Ltd. (“TCann”); or (ii) the sale of all or substantially all of the assets of RPK or TCann (in the case of (i) and (ii), to a person that is not an affiliate of Flowr, but for avoidance of doubt does not include an internal reorganization the result of which would have Flowr continue to have ultimate control of such entities).