Filing Details

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Instructions).

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51558254.5
THIS WARRANT AND THE SUBORDINATE VOTING SHARES (SHARES) ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE ACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND
MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR ASSIGNED UNLESS (i) A REGISTRATION STATEMENT COVERING SUCH SHARES
IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW
OR (ii) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE
STATE AND FOREIGN LAW AND, IF 4FRONT VENTURES CORP. (THE COMPANY) REQUESTS, AN
OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
4FRONT VENTURES CORP.
WARRANT TO PURCHASE SUBORDINATE VOTING SHARES
Warrant No.: LI-Conv
Number of Subordinate Voting Shares: 36,702,127
Date of Issuance: January 29, 2024 (Issuance Date)
FOR VALUE RECEIVED, 4Front Ventures Corp., a British Columbia company (the Company),
hereby certifies that LI Lending, LLC, a Delaware limited liability company, or its registered assigns (the Holder),
is entitled to purchase from the Company a total of 36,702,127 duly authorized, validly issued, fully paid and
nonassessable Subordinate Voting Shares (the Shares) at a purchase price per Share of CAD$0.14375 (the
Exercise Price), subject to the terms, conditions and adjustments set forth in this Warrant to Purchase Subordinate
Voting Shares (including any warrants issued in exchange, transfer or replacement hereof, the Warrant). This
Warrant is issued in connection with that certain Second Amendment to Amended and Restated Loan and Security
Agreement, of even date herewith (the Second Amendment), between the Loan Parties (as hereinafter defined), as
borrowers, and the Holder, as lender (the Lender), and the New Note (as described in the Second Amendment).
1. Definitions. As used in this Warrant, the following terms shall have the meanings set forth below:
Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or
more intermediaries controls, is controlled by or is under direct or indirect common control with, such Person in
question. For the purpose of this definition, control (including, with correlative meanings, the terms controlling,
controlled by and under common control with), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through ownership of voting securities, by agreement or otherwise.
Aggregate Exercise Price has the meaning set forth in Section 3(a).
Board means the board of directors of the Company.
Business Day means any day, except a Saturday, Sunday or legal holiday, on which banking institutions
in the State of Washington are authorized or obligated by law or executive order to close.
Combination has the meaning set forth in Section 4(a).
Company has the meaning set forth in the preamble.
Distribution has the meaning set forth in Section 4(b).
Dollar or the symbol $ means Canadian Dollars.
Exercise Notice has the meaning set forth in Section 3(a).
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
Exercise Date means, for any given exercise of this Warrant, the date on which the conditions to such
exercise as set forth in Section 2 shall have been satisfied at or prior to 5:00 p.m., Mountain time, on a Business
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Day, including, without limitation, the receipt by the Company of the Exercise Notice and the Aggregate Exercise
Price.
Exercise Period has the meaning set forth in Section Error! Reference source not found..
Exercise Price has the meaning set forth in the preamble.
Fair Market Value means, as of any particular date (i) the volume weighted average of the closing sales
prices of the Shares for such day on all U.S. national securities exchanges on which the Shares may at the time be
listed; (ii) if there have been no sales of Shares on any such U.S. national securities exchange on such day, the
average of the highest bid and lowest asked prices for Share on all such exchanges at the end of such day; (iii) if on
such day Shares are not listed on a U.S. national securities exchange, the closing sales price of the Share as quoted
on the OTCQX International Market or similar quotation system or association for such day; or (iv) if there have
been no sales of Shares on the OTCQX International Market or similar quotation system or association on such day,
the average of the highest bid and lowest asked prices for the hares quoted on the OTCQX International Market or
similar quotation system or association at the end of such day; in each case, averaged over 20 consecutive Business
Days ending on the Business Day immediately preceding the day as of which Fair Market Value is being
determined. If at any time the Shares are not listed on a U.S. national securities exchange or quoted on the OTCQX
International Market or similar quotation system or association, the Fair Market Value of the Shares shall be the
fair market value per share as determined in good faith by the Board.
Fundamental Transaction means that, after the Issuance Date, the Company shall, directly or indirectly,
in one or more related transactions, (i) consolidate or merge with or into another Person, (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person,
(iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding Shares (excluding Shares held by the Person or an Affiliate of the Person making or party to,
such purchase, tender or exchange offer), (iv) consummate a share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires more than 50% of the issued and outstanding Shares
(excluding Shares held by the other Person or an Affiliate of the other Person making or party to, such share
purchase agreement or other business combination immediately prior to such share purchase or business
combination), (v) reorganize, recapitalize or reclassify its Shares, or (vi) any person or group (within the
meaning of Sections 13(d) and 14(d) of the Exchange Act), other than the Holder and its Affiliates, is or shall
become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Shares.
Holder has the meaning set forth in the preamble.
Issuance Date has the meaning set forth on the face of this Warrant.
Lender has the meaning set forth in the preamble.
Loan means the loans made by the Lender to the Loan Parties as evidenced by the Second Amendment.
Loan Parties or a Loan Party means, as the context requires, the Company and each subsidiary of the
Company that is party to the Second Amendment.
Person means any individual, sole proprietorship, partnership, limited liability company, corporation,
joint venture, trust, incorporated organization or government or department or agency thereof.
Second Amendment has the meaning set forth in the preamble.
Securities Act means the U.S. Securities Act of 1933, as amended.
Shares has the meaning set forth in the preamble.
Special Distribution has the meaning set forth in Section 4(d).
Subdivision has the meaning set forth in Section 4(a).
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Successor Entity means the Person formed by, resulting from or surviving any Fundamental Transaction
or the Person with which such Fundamental Transaction shall have been entered into.
Warrant has the meaning set forth in the preamble.
Warrant Shares means the Shares or other capital stock of the Company then purchasable upon exercise
of this Warrant in accordance with the terms of this Warrant.
2. Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after
the date hereof and prior to 5:00 p.m., Mountain time, on May 1, 2026 or, if such day is not a Business Day, on the
next preceding Business Day (the Exercise Period), the Holder of this Warrant may exercise this Warrant for all or
any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).
3. Exercise of Warrant.
(a) Subject to the terms and conditions hereof, this Warrant may be exercised in whole or in
part by the Holder at any time, or from time to time, on or after the Issuance Date, in whole or in part, by (i) delivery
of a written notice, in the form attached hereto as Exhibit A (the Exercise Notice), of the Holders election to
exercise this Warrant, and (ii) payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the Aggregate Exercise
Price) in cash by wire transfer of immediately available funds. The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as cancellation of the Warrant and the Company
shall promptly be required to issue a new Warrant (the Replacement Warrant) evidencing the right to purchase the
remaining number of Warrant Shares. Until the issuance of the Replacement Warrant by the Company, the then
outstanding Warrant shall remain in full force and effect and evidence the right to purchase the remaining number of
Warrant Shares. Upon receipt of the Replacement Warrant, the Holder hereby agrees to surrender to the Company
for cancellation the original Warrant to the extent the original Warrant is the Holders possession and control or at
the request of the Company to execute an instrument of cancellation in form and substance reasonably acceptable to
the Company and Holder.
(b) No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be
issued upon exercise of this Warrant. As to any fraction of a Warrant Shares that the Holder would otherwise be
entitled to purchase upon exercise, the Company shall round up to the next whole Warrant Share.
(c) During the Exercise Period, the Company shall at all times reserve and keep available out
of its authorized but unissued Shares or other securities constituting Warrant Shares, solely for the purpose of
issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of
this Warrant. The Company shall take all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Shares upon the exercise of this Warrant.
4. Effect of Certain Events on Warrant Shares. In order to prevent dilution of the rights granted under
this Warrant and to grant the Holder certain additional rights, the Exercise Price and the number of Warrant Shares
shall be subject to adjustment from time to time as provided in this Section 4.
(a) Adjustment for Share Splits and Combinations. If the Company at any time after the
Issuance Date effects a subdivision (by any Share split, dividend, recapitalization or otherwise) of its outstanding
Shares into a greater number of Shares (each such occurrence a Subdivision), the Exercise Price in effect
immediately prior to such Subdivision shall be proportionately decreased and the number of Warrant Shares
obtainable upon exercise of this Warrant shall be proportionately increased. If the Company at any time after the
Issuance Date combines (by combination, reverse Share split or otherwise) its outstanding Shares (each such
occurrence a Combination), the Exercise Price in effect immediately prior to such Combination shall be
proportionately increased and the number of Warrant Shares obtainable upon exercise of this Warrant shall be
proportionately decreased. In either such event, the Exercise Price shall be increased or decreased, as the case may
be, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which shall be the total number
of Shares issued and outstanding immediately prior to the time of such Subdivision or Combination, and (ii) the
denominator of which shall be the total number of Shares issued and outstanding immediately after the time of such
Subdivision or Combination. Any adjustment under this Section 4(a) shall become effective at the close of business
on the date the Subdivision or Combination becomes effective.
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(b) Adjustment for Certain Dividends and Distributions. If the Company at any time after the
Issuance Date makes or issues a dividend or other distribution payable in Shares (each such occurrence a
Distribution), the Exercise Price in effect immediately prior to such Distribution shall be decreased as of the close
of business on the record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of
which shall be the total number of Shares issued and outstanding immediately prior to the time of such Distribution,
and (ii) the denominator of which shall be the total number of Shares issued and outstanding immediately after the
time of such Distribution.
(c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made
in the Exercise Price pursuant to Sections 4(a) or 4(b), the number of Warrant Shares purchasable upon the exercise
of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of
Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the
Exercise Price in effect immediately prior to such adjustment by (ii) the Exercise Price in effect immediately after
such adjustment.
(d) Special Distributions. If the Company at any time after the Issuance Date makes or
issues, or fixes a record date for the determination of holders of Shares entitled to receive, a dividend or other
distribution payable in evidences of indebtedness, any other securities of the Company, cash, property or other assets
(each such occurrence a Special Distribution), then provision shall be made so that the Holder shall receive upon
exercise hereof, in addition to the number of Warrant Shares issuable hereunder, the Special Distribution to which
the Holder would have been entitled to receive had this Warrant been exercised into Shares as of the record date of
such Special Distribution and had the Holder thereafter, during the period from the date of such Special Distribution
to and including the Exercise Date, retained any such Special Distribution, giving application to all adjustments
called for during such period under this Section 4 with respect to the rights of the Holder.
(e) Fundamental Transactions. If, at any time while this Warrant is outstanding, there occurs
any Fundamental Transaction (including, without limitation, one pursuant to which holders of Shares are entitled to
receive securities or other assets with respect to or in exchange for Shares), then the Holder shall have the right
thereafter to receive, upon exercise of this Warrant, in lieu of the Warrant Shares, the same amount and kind of
securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights)
that the Holder would have been entitled to receive upon the consummation of such Fundamental Transaction had
this Warrant been exercised immediately prior to the record date for such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. Upon the occurrence of any Fundamental Transaction, the Successor
Entity, if any, shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the Company shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. The
provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and any
adjustment under this Section 4(e) shall be without duplication for any adjustment or distribution made under
Section 4.
(f) Other Events. If any event not expressly provided for by this Section 4 occurs that would
adversely affect the Holders rights (including, without limitation, the granting of stock appreciation rights, phantom
stock share rights or other rights with equity features), then the Companys Board shall make an appropriate
adjustment in the Exercise Price reasonably acceptable to Holder and so as to protect the Holders rights; provided
that no such adjustment shall increase the Exercise Price or decrease the number of Warrant Shares obtainable as
otherwise determined pursuant to this Section 4.
5. Registration and Reissuance of Warrant.
(a) Registration of Warrant. The Company shall register this Warrant on the books of the
Company to be maintained by the Company for that purpose (the Warrant Register), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary. The Company shall also register any transfer, exchange, reissuance or
cancellation of any portion of this Warrant in the Warrant Register.
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(b) Transfer of Warrant. This Warrant may be offered for sale, sold, transferred or assigned
in full or in part without the consent of the Company, and in accordance with applicable securities laws to one or
more new holders (each a New Holder). Subject to applicable securities laws, if this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company together with an assignment form, in the form attached
hereto as Exhibit B, and all applicable transfer taxes, whereupon the Company will forthwith issue and deliver upon
the order of the Holder and any New Holder(s) a new Warrant (in accordance with Section 5(e)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder to any New Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 5(e)) to the Holder representing the right to purchase the
number of Warrant Shares not being transferred.
(c) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft
or destruction, of any indemnification undertaking by the Holder to the Company in customary form or the provision
of reasonable security by the Holder to the Company and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section
5(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(d) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company together with all applicable transfer taxes, for a new
Warrant or Warrants (in accordance with Section 5(e)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to
purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided
that the Company shall not be required to issue Warrants for fractional Warrant Shares.
(e) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as
indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or
in the case of a new Warrant being issued pursuant to Section 5(b) or 5(d), the Warrant Shares designated by the
Holder which, when added to the number of Shares underlying the other new Warrants issued in connection with
such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) have an issuance
date, as indicated on the face of such new Warrant which is the same as the Issuance Date and (iv) have the same
rights and conditions as this Warrant.
6. Holder Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically
provided herein, the Holder, solely in such Persons capacity as a holder of this Warrant, shall not be entitled to vote
or receive dividends or be deemed the holder of Shares of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder, solely in such Persons capacity as the Holder of
this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of securities, reclassification of securities, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the
Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.
7. No Impairment. The Company shall not, by amendment of its Amended and Restated Articles, or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed by it hereunder.
8. Compliance with Applicable Securities Laws.
(a) The Holder, by acceptance of this Warrant, agrees to comply in all respects with the
provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further
agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any
applicable state or foreign securities laws. This Warrant and all Warrant Shares issued upon exercise of this Warrant
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(unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the
following form:
THIS WARRANT AND THE SUBORDINATE VOTING SHARES (SHARES) ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR QUALIFIED UNDER ANY
STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS
(i) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER
THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (ii)
THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF 4FRONT
VENTURES CORP. (THE COMPANY) REQUESTS, AN OPINION SATISFACTORY TO
THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
(b) Representations of the Holder. In connection with the issuance of this Warrant, the
Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:
(i) The Holder is an accredited investor within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to
be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in
connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales
registered or exempted under the Securities Act.
(ii) The Holder understands and acknowledges that this Warrant and the Warrant
Shares to be issued upon exercise hereof are restricted securities under the federal securities laws inasmuch as
they are being acquired from the Company in a transaction not involving a public offering and that, under such laws
and applicable regulations, such securities may be resold without registration under the Securities Act only in certain
limited circumstances. In addition, the Holder represents that it is familiar with Section 4(a)(7) of and Rule 144
under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the
Securities Act.
(iii) The Holder acknowledges that it can bear the economic and financial risk of its
investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has
had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of
the offering of the Warrant and the business, properties, prospects and financial condition of the Company.
9. Notices. All notices, requests, consents, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written
confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested), (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent
during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of
the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance with this Section 9).
If to the Company:
4Front Ventures Corp.
7010 E. Chauncey Lane Ste. 235
Phoenix, Arizona 85054
Attn.: Leonid Gontmakher, Chief Executive Officer
Email: leo@4frontventures.com
Attn.: Christopher Wimmer, General Counsel
Email: christopher.wimmer@4frontventures.com
with a copy (which shall not constitute notice) to:
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Saul Ewing, LLP
Attn.: Adam Fayne; Vanessa Schoenthaler
Email: adam.fayne@saul.com; vanessa.schoenthaler@gmail.com
If to the Holder:
LI Lending, LLC
13037 NE Bel-Red Rd Suite 150
Bellevue, Washington 98005
Attn.: Roman Tkachenko, Manager
Email: roman@directsourceseafood.com
with a copy (which shall not constitute notice) to:
Peterson Russell Kelly Livengood PLLC
10900 NE 4th Street, Suite 1850
Bellevue, Washington 98004
Attn.: Carolyn Frederick
Email: cfrederick@prklaw.com
10. Cumulative Remedies. The rights and remedies provided in this Warrant are cumulative and are
not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in
equity or otherwise.
11. Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened
breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other
party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a
breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any
and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief,
including a restraining order, an injunction, specific performance and any other relief that may be available from a
court of competent jurisdiction.
12. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and
shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted
assigns of the Holder. Such successors or permitted assigns of the Holder shall be deemed to be a Holder for all
purposes hereunder.
13. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder
and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any
nature whatsoever, under or by reason of this Warrant.
14. Headings. The headings in this Warrant are for reference only and shall not affect the
interpretation of this Warrant.
15. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may
only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by
the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and
signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any
failure, breach or default not expressly identified by such written waiver, whether of a similar or different character,
and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy,
power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.
16. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant
or invalidate or render unenforceable such term or provision in any other jurisdiction.
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17. Governing Law. This Warrant shall be governed by and construed in accordance with the internal
laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than
those of the State of Delaware.
18. Submission to Jurisdiction. Any legal suit, action or other proceeding arising out of or based upon
this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of
America or the courts of the State of California in each case located in the city of San Francisco and County of San
Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or
other proceeding. Service of process, summons, notice or other document by certified or registered mail to such
partys address set forth herein shall be effective service of process for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any
suit, action or other proceeding in such courts and irrevocably waive and agree not to plead or claim in any such
court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient
forum.
19. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise
under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably
and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or
relating to this Warrant or the transactions contemplated hereby.
20. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant
delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Warrant.
21. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting an instrument or causing any instrument to be
drafted.
Intentionally left blank
Signature page to follow.
DocuSign Envelope ID: 7A4375E0-3FDC-4093-BD26-790BB228073F
9
51558254.5
IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Issuance Date.
4FRONT VENTURES CORP.
By: /s/ Andrew Thut
Andrew Thut
Chief Executive Officer
Accepted and agreed,
LI LENDING, LLC
By: /s/ Roman Tkachenko
Roman Tkachenko
Manager

1
51558254.5
Exhibit A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE SUBORDINATE VOTING SHARES
4FRONT VENTURES CORP.
The undersigned Holder, pursuant to the provisions set forth in the attached Warrant to Purchase Subordinate Voting
Shares (No.____), hereby exercised the right to purchase ________ Subordinate Voting Shares covered by such Warrant.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant.
1. Payment of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of
$____________ to the Company in accordance with the terms of the Warrant.
2. Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified
below, __________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its
benefit, as follows:
__________ Check here if requesting delivery as a certificate to the following name and to the following
address:
Issue to: ____________________________________________________________
____________________________________________________________
____________________________________________________________
__________ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
DTC Participant: ______________________________________________________
DTC Number: ______________________________________________________
Account Number: _____________________________________________________
Date: _______________ __, ______
_________________________________
Name of Registered Holder
By: _________________________________
Name:
Title:
DocuSign Envelope ID: 7A4375E0-3FDC-4093-BD26-790BB228073F
51558254.5 1
ACKNOWLEDGMENT
The Company hereby acknowledges this Exercise Notice and hereby directs Alliance Trust Company to issue the above indicated number of Subordinate Voting Shares in accordance with the Transfer Agent Instructions dated _________________________ from the Company and acknowledged and agreed to by Alliance Trust Company.
4FRONT VENTURES CORP.
By: ______________________________
Name:
Title:

EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of to such a statement on Schedule 13D with respect to the common stock of beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

LI Lending LLC
By: /s/ Roman Tkachenko
Roman Tkachenko, Manager

/s/ Roman Tkachenko
Roman Tkachenko

/s/Leonid Gontmakher
Leonid Gontmakher

/s/Vlad Orlovskii
Vlad Orlovski

/s/Arkadi Gontmakher
Arkadi Gontmakher

/s/Oleg Orlovskii
Oleg Orlovskii