Certain information in this document, marked by brackets, has been omitted pursuant to Item 601(a)(6), Item 601(b)(2)(ii) or Item 601(b)(10)(iv), as applicable, of Regulation S-K under the Securities Act of 1933, as amen

Certain information in this document, marked by brackets, has been omitted pursuant to Item 601(a)(6), Item 601(b)(2)(ii) or

Item 601(b)(10)(iv),

as applicable, of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed or

includes information the disclosure of which would constitute a clearly unwarranted invasion of personal privacy.

2657408 ONTARIO INC.

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 29th day of December, 2020.

SUNDIAL GROWERS INC., a

corporation incorporated under the laws of the Province of Alberta (the Purchaser )

2657408 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario (the Corporation )

partnership formed under the laws of the Province of Ontario (the [***] )

[], a trust formed under the laws of the Province of Ontario ( [] )

formed under the laws of the Province of Ontario ( [***] )

[], a corporation incorporated under the laws of the Province of British Columbia ( [] )

corporation incorporated under the laws of the Province of Ontario ( [] and together with [], [] and [], the Syndicate )

(each a Party and collectively, the Parties )

NOW THEREFORE the Parties agree as follows:

This Agreement and the other written agreements entered into on the Closing Date in connection herewith constitute the entire agreement between

the Parties pertaining to the transactions contemplated by this Agreement. There are no representations, warranties, covenants, agreements, conditions, indemnities or other provisions, whether oral or written, express or implied, collateral,

statutory or otherwise, relating to the transactions contemplated by this Agreement or the other written agreements entered into on the Closing Date in connection herewith, except as expressly contained in this Agreement and the other written

agreements entered into on the Closing Date in connection herewith and this Agreement supersedes any and all prior and/or contemporaneous agreements and understandings, both written and oral, among the parties with respect to such subject matter.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such

provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the parties waive any provision of law which renders any

provision of this Agreement invalid or unenforceable in any respect. The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect

of which comes as near as possible to that of the invalid or unenforceable provision which it replaces.

Except as expressly provided otherwise herein, no amendment or waiver of this Agreement shall be binding unless executed in writing by the

party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly provided otherwise

herein. No investigation or waiver made by or on behalf of any Party shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by any other Party pursuant to this Agreement.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of

Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction). The parties hereby attorn to the

non-exclusive jurisdiction of the courts of the Province of Ontario.

In the event of a conflict between the provisions of this Agreement and the provisions of any document provided pursuant to this Agreement,

then, unless such document or written acknowledgement from the Parties states that such document shall prevail in the event of such conflict, notwithstanding anything else contained in such document, the provisions of this Agreement will prevail and

the provisions of such document will be deemed to be amended to the extent necessary to eliminate such conflict.

Subject to the terms and conditions of this Agreement, the Purchaser shall purchase and the Shareholder shall sell the Purchased Shares for the

Purchase Price at the Closing Time.

The purchase price for the Purchased Shares shall be $10.00 per share, for an aggregate purchase price of $1,000 (the Purchase

The Closing shall take place at the Closing Time electronically and using an Escrow Agreement in the form appended as Appendix E, and any and

all deliverables at closing under this Agreement will be made by facsimile, email or other electronic means, save that the original of the endorsed share certificate representing the Purchased Shares shall be delivered as directed by the Purchaser.

REPRESENTATIONS AND WARRANTIES

The Shareholder acknowledges and confirms that each of the following representations and warranties as they relate to the Shareholder are made

as of the date of execution of this Agreement and at the Closing Time. The Shareholder acknowledges that the Purchaser is relying upon the following representations and warranties in connection with its purchase of the Purchased Shares.

The Shareholder acknowledges and confirms that each of the following representations and warranties as they relate to the Corporation are made

as of the date of execution of this Agreement and as of the Closing Time. The Shareholder acknowledges that the Purchaser is relying upon the following representations and warranties in connection with the purchase and sale of the Purchased Shares.

With regard to the Corporation:

The Purchaser acknowledges and confirms that each of the following representations and warranties as they relate to the Purchaser are made as

of the date of execution of this Agreement and as of the Closing Time. The Purchaser acknowledges that the Shareholder is relying upon the following representations and warranties in connection with the purchase and sale of the Purchased Shares:

The representations and warranties, covenants (to the extent that they have not been fully preformed at or prior to the Closing Time) and

agreements contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall survive the Closing, and in particular:

shall have been delivered to the Purchaser.

Each of the Shareholder and the Purchaser, as applicable, shall give prompt detailed notice setting out the relevant particulars to the other parties of the

occurrence, or failure to occur, at any time prior to the Closing Time of any event or state of facts where such occurrence or failure to occur would, or could reasonably be expected to:

Notwithstanding the foregoing provisions of this Section 4.3, the delivery of any notice

pursuant to this Section 4.3 will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party s obligation to consummate the transactions contemplated herein.

POST-CLOSING COVENANTS

Immediately following the Closing Time, other than with respect to Section 5.1(d) below, each of the parties covenants and agrees to carry

out the respective events and transactions below, each of which shall occur in the following order:

Subject to Sections 6.6, 6.7, 6.8(b) and 6.8(d), the Shareholder shall indemnify and save the Purchaser harmless for and from and after the

Closing Date against and in respect of any Losses resulting from:

The Purchaser shall indemnify and save the Shareholder harmless for and from and after the Closing Date against and in respect of any Losses

If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of

indemnification is provided for under this Article 6, the Indemnified Party shall promptly give written notice thereof (a Notice of Claim ), which notice shall specify whether the potential Losses arise as a result of a Direct

Claim or a Third Party Claim. Each Notice of Claim shall specify with reasonable particularity (to the extent that the information is available):

Subject to Sections 6.8(b) and 6.8(d):

Following receipt of notice of a Direct Claim, the Indemnifying Party shall have ten (10) days to make such investigation of the Direct

Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party and its representatives the information relied upon by the Indemnified

Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such ten (10) day

period (or any extension thereof agreed upon by the Indemnified Party and the Indemnifying Party) as to the validity and amount of the Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of

Subject to Sections 6.8(b) and 6.8(d):

In the event that an Indemnifying Party shall be obligated to indemnify an Indemnified Party pursuant to the terms of this Agreement, the

Indemnifying Party shall, upon fulfillment of its obligations with respect to indemnification (including payment in full of all amounts due pursuant to its indemnification obligations) be subrogated to all rights of the Indemnified Party with

respect to the claims to which such indemnification relates.

Notwithstanding any other provision in this Agreement, if the Purchaser is unable to exercise its rights under the Loan Agreements and as a

result thereof is unable to collect the payments under the Loan Agreements (a Loan Unenforceability Event ), then the Purchaser may, at its election:

For greater certainty, the Purchaser s rights upon the occurrence of a Loan

Unenforceability Event shall be limited to the remedies set out in this Section 6.7, and the Purchaser shall not have a right to payment under this Section 6.7 unless it delivers the Purchased Shares to the Shareholder in accordance with

The Parties agree that, in all cases:

No public announcement or statement concerning the execution and delivery of this Agreement and the transactions contemplated by this Agreement

shall be made by a Party, its Affiliates or their respective directors, officers, employees or shareholders without the prior written consent of the other Party (in each such case such consent not to be unreasonably withheld or delayed) unless such

disclosure is required by Applicable Law. If such disclosure is required by Applicable Law, each Party shall use commercially reasonable good faith efforts to enable the other Party to review and comment on such disclosure prior to the release

thereof and, if such prior review and consultation is not possible, to give oral and written notice of such disclosure immediately following the making of such disclosure. Communication to Zenabis will be subject to mutual agreement as to timing and

The Parties shall treat the terms of this Agreement and all information provided under or in connection with this Agreement (collectively,

Confidential Information ) as confidential and may not either disclose Confidential Information or use it other than for bona fide purposes connected with this Agreement or any other agreements or instruments in any way

related to this Agreement without the prior written consent of the other parties to this Agreement, except for that consent is not required for disclosure to:

Neither the Corporation, the Syndicate (other than [***] solely with respect to itself but not its Affiliates) nor any of their respective

Affiliates may, without the Purchaser s prior written consent for a period of two years from the Closing Date: (i) enter into any transaction similar to, in competition with, or which otherwise could have the effect of preventing the

Purchaser from receiving the full benefit of the transactions set forth in this Agreement, including any debt or equity financing with Zenabis, its Affiliates or any third party seeking to advance any such funds, directly or indirectly, to Zenabis

or its Affiliates; (ii) directly or indirectly, solicit, initiate, participate in or continue discussions or negotiations regarding any Contract with Zenabis or its Affiliates; or (iii) respond to or engage with any approach from any

Person in connection with any matter which would prevent or significantly impede the purchase or sale of the Purchased Shares or the completion of the transactions contemplated by this Agreement.

Each Party shall be responsible for the expenses (including fees and disbursements of its advisors and agents) incurred by it in connection

with the negotiation and settlement of this Agreement and the completion of the transactions contemplated by this Agreement.

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party shall be in

writing and may be given by sending same by facsimile, email, prepaid first-class mail or by delivery by hand addressed to the Party to which the notice is to be given at the applicable address noted below. Any such notice, consent, waiver,

direction or other communication, if sent by facsimile or email, shall be deemed to have been given and received at the time of receipt (if a Business Day or, if not, the next succeeding Business Day) unless actually received after 4:00 p.m. (local

time) at the point of delivery in which case it shall be deemed to have been received on the next succeeding Business Day; if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lock-out of otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof; or, if delivered by hand, shall be deemed to have been received on the day on which it is

delivered (if a Business Day, if not, the next succeeding Business Day).

The address for each of the Parties shall be as follows:

Sundial Growers Inc.

With a copy to (which shall not constitute notice hereunder):