WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this Agreement ) is dated as of

WARRANT EXERCISE AGREEMENT

This Warrant Exercise Agreement (this Agreement ) is dated as of February 19, 2021 (the Effective

Date ), among Sundial Growers Inc., a company incorporated under the laws of the Province of Alberta, Canada (the Company ) and the undersigned investor (the Holder ). Capitalized terms not defined herein

shall have the meaning as set forth in the New Warrant (as defined below).

WHEREAS, prior to the date hereof, (a) pursuant to

that certain prospectus supplement dated January 29, 2021, the Company offered and sold Series A Warrants (the First Offering Warrants ) to purchase common shares, no par value of the Company (the Common

Shares ) at an exercise price of US$0.80 and (b) pursuant to that certain prospectus supplement dated February 2, 2021, the Company offered and sold Series A Warrants (the Second Offering Warrants ) to purchase

Common Shares at an exercise price of US$1.10 per share.

WHEREAS, the Holder holds (a) First Offering Warrants (the

Holder First Offering Warrants ) exercisable into such aggregate number of Common Shares as set forth on the signature page of the Holder attached hereto (without regard to any limitation on exercise set forth therein, the

Holder First Offering Warrant Shares ) and (b) Second Offering Warrants (the Holder Second Offering Warrants , and together with the Holder First Offering Warrants, the Holder Warrants )

exercisable into such aggregate number of Common Shares as set forth on the signature page of the Holder attached hereto (without regard to any limitation on exercise set forth therein, the Holder Second Offering Warrant Shares ,

and together with the Holder First Offering Warrant Shares, the Holder Warrant Shares ).

WHEREAS, the Company

may entering into agreements (and such agreements, each an Other Agreement ) with certain other holders (each, an Other Holder ) of First Offering Warrants and/or Second Offering Warrants (each, an Other

Warrant ) substantially in the form of this Agreement (other than with respect to the identity of the Holder, any provision regarding the reimbursement of legal fees and proportional changes reflecting the different holdings of such Other

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable

consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Holder agree as follows:

Exercise; Issuance of New Warrants. In consideration for exercising in full (through one or more exercise notices) for cash all of the Holder Warrants (the Warrant Exercise ) and the mutual covenants, representations and

warranties herein, the Company will issue to the Holder a new Warrant to Purchase Common Shares ( New Warrant ) pursuant to Rule 903 of Regulation S ( Regulation S ) as promulgated by the Securities and Exchange

Commission (the SEC ) under the Securities Act of 1933, as amended ( Securities Act ), to purchase up to such aggregate number of Common Shares as set forth on the signature page of the Holder attached hereto (the

New Warrant Shares , and together with the New Warrant, the New Securities ) at an exercise price of $1.50 per share, which New Warrant will be in the form attached hereto as Exhibit A (collectively, the

Transactions ). Upon due execution and delivery of this Agreement by the Company and the Holder on the Effective Date, the Holder shall be

deemed to have delivered an Exercise Notice with respect to the exercise in full of Holder Warrants for an aggregate cash exercise price as set forth on the signature page of the Holder attached

hereto (the Holder Warrants Exercise Price ).

2. Representations, Warranties and Covenants. The parties hereby

make their respective representations and warranties set forth on Annex 1 attached hereto. The parties hereby agree to the covenants set forth on Annex 2 attached hereto.

Further Assurances. Each party hereto shall promptly execute and deliver such further agreements and instruments, and take such further actions, as the other party may reasonably request in order to carry out the purpose and intent of this

(b) Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed and enforced in

accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of

law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection

herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,

that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner

permitted by law. The Company hereby appoints Corporation Service Company (1180 Avenue of the Americas, Suite 210, New York, New York, 10036-8401) as its agent for service of process in New York. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT

MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State of New York as

the governing law of this Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Province of Alberta, except for those laws (i) which such court

considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Province of Alberta. The choice of

laws of the State of New York as the governing law of this Agreement will be honored by competent courts in the Canada, subject to compliance with relevant Canadian civil procedural requirements. The Company or any of their respective properties,

assets or revenues does not have any right of immunity under Province of Alberta, Canadian or New York law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding,

from set-off or counterclaim, from the jurisdiction of any Province of Alberta, Canadian, New York or United States federal court, from service of process,

attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with

respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to

any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Agreement and

the other Transaction Documents. The Company hereby agrees to pay all costs incurred by the Holder for any enforcement or other action related to this Agreement or any of the Transaction Documents or in connection with any bankruptcy,

reorganization, receivership or other proceeding of the Company or any of its Subsidiaries, including, without limitation, attorneys fees and disbursements.

(c) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which

shall constitute one and the same instrument.

(d) Successors and Assigns. Except as otherwise provided herein, the terms and

conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other

than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(e) Finder s Fees. Each party represents that it neither is nor will be obligated for any finder s fee or commission in

connection with this transaction. The Company shall indemnify and hold harmless the Holder from any liability for any commission or compensation in the nature of a finder s fee (and the reasonable costs and expenses of defending against such

liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered

personally; (ii) upon delivery, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit

with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be as set forth in the

New Warrant or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five

(5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender s

facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable

evidence of personal service,

receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived

(either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.

(h) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be

excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms so long as this Agreement as so modified continues to express, without

material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a

valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

Interpretation. Unless the context of this Agreement clearly requires otherwise, (i) references to the plural include the singular, the singular the plural, the part the whole, (ii) references to any gender include all genders,

(iii) including has the inclusive meaning frequently identified with the phrase but not limited to and (iv) references to hereunder or herein relate to this Agreement.

(j) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Construction; Survival. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. The representations,

warranties, agreements and covenants shall survive the Closing.

(l) Independent Nature of Holder s Obligations and Rights. The

obligations of the Holder under this Agreement are several and not joint with the obligations of any Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other

Agreement. Nothing contained herein or in any Other Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of

entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement and the Company acknowledges

that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement. The Company and the Holder

confirm that the Holder has independently participated in the negotiation of the transactions

contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights

arising out of this Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

(m) Equal Treatment Acknowledgement; Most Favored Nations. The Company hereby represents and warrants as of the date hereof and

covenants and agrees that, during the period commencing on the date hereof until the six month anniversary of the date hereof, none of the terms offered to any Person with respect to the Transactions, including, without limitation with respect to

any consent, release, amendment, settlement, or waiver relating to the Transactions or any Other Warrant (each an Settlement Document ), is or will be more favorable to such Person (other than any reimbursement of legal fees) than

those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then the terms and conditions of this Agreement shall be, without any further action by the Holder or the Company,

automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided

that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Holder as it

was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this Section 3(m) shall apply similarly and equally to each Settlement Document.

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IN WITNESS WHEREOF, the Holder and the Company have caused their respective signature

page to this Agreement to be duly executed as of the date first written above.

IN WITNESS WHEREOF, the Holder and the Company have caused their respective signature

page to this Agreement to be duly executed as of the date first written above.

Representations and Warranties

(a) Organization and Qualification. Each of the Company and each of its