AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT is made effective as of the 16^th day of December, 2020

BETWEEN:

FLORA GROWTH CORP., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900,

Toronto, Ontario, M5H 2M5

(hereinafter called the “Company”)

AND: OF THE FIRST PART

FORBES & MANHATTAN, INC., a corporation existing under the laws of the Province of Ontario and having an office at 65 Queen Street West, Suite 900, Toronto, Ontario, M5H 2M5.

(hereinafter called the “Consultant”)

OF THE SECOND PART

WHEREAS the Company and the Consultant entered into an independent contractor agreement dated for reference the 14^th day of March, 2019 (the “Agreement”);

AND WHEREAS the parties are desirous of amending certain terms of the Agreement;

THEREFORE, effective on the date hereof, the Agreement is amended as follows:

1.	Paragraph 12 of the Agreement is hereby replaced in its entirely with the following:

Other than in the context of a Change in Control (as defined herein), the Company may terminate this Agreement without cause by making a lump sum payment to the Consultant that is equivalent to 12 months’ Base Fees payable to the Consultant within thirty (30) days of the termination date.

2.	All other terms and conditions of the Agreement are hereby reaffirmed.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF this amendment has been executed as of the day, month and year first above written.

			FLORA GROWTH CORP.


			/s/Damian Lopez
			Authorized Signing Officer


			FORBES & MANHATTAN, INC.


			/s/Stan Bharti
			Authorized Signing Officer