Exhibit 4.6

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●].

THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED PURSUANT TO THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY US STATE SECURITIES ACTS. SUCH SECURITIES ONLY MAY BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND TO PERSONS THAT ARE, IN EACH CASE, ALSO “QUALIFIED PURCHASERS” AS DEFINED IN THE US INVESTMENT COMPANY ACT OF 1940 (THE “INVESTMENT COMPANY ACT”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS WARRANT. THE COMPANY HAS NOT BEEN, AND DOES NOT INTEND TO BE, REGISTERED UNDER THE INVESTMENT COMPANY ACT.

WARRANT TO PURCHASE CLASS B SUBORDINATE VOTING SHARES OF

JUSHI HOLDINGS INC.

(incorporated under the laws of British Columbia)

EXERCISABLE ONLY PRIOR TO 5:00 P.M., TORONTO TIME, ON [●], AFTER WHICH TIME THESE WARRANTS SHALL BE NULL AND VOID

THIS CERTIFIES THAT, for value received, [●] (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the Exercise Price, [●] Class B subordinate voting shares in the capital of Jushi Holdings Inc. (the “Corporation”), by surrendering to the Corporation at its principal office, in Boca Raton, Florida, United States of America (or at such other place as the Corporation may notify the Holder hereof in writing), this Warrant, together with a Subscription Form, duly completed and executed, cash or a certified cheque, money order or bank draft in lawful money of the United States of America payable to or to the order of the Corporation in Boca Raton for the amount equal to Exercise Price per Subordinate Voting Share multiplied by the number of Subordinate Voting Shares subscribed for, on and subject to the terms and conditions set forth below:

In this Warrant, including the preamble, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:

After the Expiry Time, all rights under the Warrant evidenced hereby, in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall wholly cease and terminate and such Warrant shall be void and of no value or effect.

The Holder may exercise the right of purchase herein provided for by surrendering or delivering to the Corporation prior to the Expiry Time at its principal office (or at such other place as the Corporation may notify the Holder hereof in writing): (a) this certificate, with the Subscription Form duly completed and executed by the holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, and (b) cash or a certified cheque, money order or bank draft payable to or to the order of the Corporation in lawful money of the United States of America in an amount equal to the Exercise Price multiplied by the number of Subordinate Voting Shares for which subscription is being made. Any warrant certificate and cash, certified cheque, money order or bank draft referred to in the foregoing clauses shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office (or at such other place as the Corporation may notify the Holder hereof in writing) in the manner provided for in Section 23 hereof.

Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Subordinate Voting Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this certificate and the Holder hereof shall become a shareholder of the Corporation in respect of such shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates, or evidence of book-entry issuance, evidencing such Subordinate Voting Shares subscribed for.

The Holder may subscribe for and purchase a number of Subordinate Voting Shares that is less than the number that the Holder is entitled to purchase pursuant to this certificate. In the event of any such subscription and purchase prior to the Expiry Time, the Holder shall in addition be entitled to receive, without charge, a new Warrant certificate in respect of the balance of the Subordinate Voting Shares of which the Holder was entitled to purchase pursuant to this certificate and which were then not purchased.

The Corporation shall not be required upon the exercise of any Warrants, to issue fractional Subordinate Voting Shares in satisfaction of its obligations hereunder. To the extent that the Holder would be entitled to purchase a fraction of a Subordinate Voting Share, such right may be exercised in respect of such fraction only in combination with other rights which in the aggregate entitle the Holder to purchase a whole number of Subordinate Voting Shares.

(any of such events in subclauses (A), (B), (C) and (D) above being herein called a “Subordinate Voting Share Reorganization”), the Exercise Price will be adjusted on the earlier of the record date on which holders of Subordinate Voting Shares are determined for the purposes of the Subordinate Voting Share Reorganization and the effective date of the Subordinate Voting Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

(X)   the numerator of which will be the number of Subordinate Voting Shares outstanding on such record date or effective date before giving effect to such Subordinate Voting Share Reorganization; and

(Y)   the denominator of which will be the number of Subordinate Voting Shares which will be outstanding immediately after giving effect to such Subordinate Voting Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Subordinate Voting Shares, the number of Subordinate Voting Shares that would be outstanding had such securities all been exchanged for or converted into Subordinate Voting Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 7(b)(i) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Subordinate Voting Shares, the Exercise Price will be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Subordinate Voting Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such right.

If by the terms of the rights, options, or warrants referred to in this Section 7(b)(ii), there is more than one purchase, conversion or exchange price per Subordinate Voting Share, the aggregate price of the total number of additional Subordinate Voting Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Subordinate Voting Share, as the case may be. Any Subordinate Voting Shares owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 7(b)(ii) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this Section 7(b)(ii), the Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Subordinate Voting Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such right.

and if such issue or distribution does not constitute a Subordinate Voting Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

Any Subordinate Voting Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation will be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 7(b)(iii) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Subordinate Voting Shares or securities exchangeable for or convertible into Subordinate Voting Shares referred to in this Section 7(b)(iii), the Exercise Price will be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Subordinate Voting Shares issued and remaining issuable immediately after such expiry, and will be further readjusted in such manner upon the expiry of any further such right.

(any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization:

If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

provided, however, that the Corporation delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Subordinate Voting Shares purchasable upon the exercise of the Warrants.

In the case of any reclassification of the Subordinate Voting Shares at any time outstanding or change of the Subordinate Voting Shares into other shares, or in case of a Corporate Reorganization of the Corporation (other than a Corporate Reorganization which does not result in a reclassification of the outstanding Subordinate Voting Shares or a change of the Subordinate Voting Shares into other shares), the Holder shall be entitled to receive upon exercise, and shall accept, in lieu of the number of Subordinate Voting Shares to which it was previously entitled upon such exercise, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date, it had been the registered holder of the number of Subordinate Voting Shares to which it was previously entitled upon exercise. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Section 7 with respect to the rights and interests thereafter of the Holder so that the provisions set forth in this Section 7 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Warrant. Any such adjustments shall be made by and set forth in a supplemental note approved by the board of directors of the Corporation and the Holder and shall for all purposes be conclusively deemed to be an appropriate adjustment.

Nothing in this certificate or in the holding of a Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder of the Corporation.

The Corporation covenants and agrees that (i) so long as any rights to acquire Subordinate Voting Shares evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Subordinate Voting Shares to satisfy the right of purchase herein provided for should the Holder determine to exercise its rights in respect of all the Subordinate Voting Shares for the time being called for by such outstanding warrants; (ii) all Subordinate Voting Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Subordinate Voting Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable Subordinate Voting Shares and the holders thereof shall not be liable to the Corporation or to its creditors in respect thereof; and (iii) so long as any rights to acquire Subordinate Voting Shares evidenced hereby remain outstanding, the Corporation shall preserve and maintain its corporate existence and all licenses and permits that are material to the proper conduct of its business and it shall refrain from changing its name.

The Corporation hereby represents and warrants with and to the Holder that the Corporation is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant and the Subordinate Voting Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant represents a valid, legal and binding obligation of the Corporation enforceable in accordance with its terms.

The Corporation shall not be required to deliver certificates or evidence of book-entry issuance for Subordinate Voting Shares while the share transfer books of the Corporation are properly closed, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Subordinate Voting Shares called for thereby during any such period, delivery of certificates for Subordinate Voting Shares may be postponed for not exceeding five (5) business days after the date of the re-opening of said share transfer books. Provided however that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates or evidence of book-entry issuance for the Subordinate Voting Shares called for after the share transfer books shall have been re-opened.

Subject as herein provided, all or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement herein contained or in any of the securities represented hereby shall be had against any shareholder, officer or director of the Corporation, either directly or through the Corporation, it being expressly agreed and declared that the obligations under the Warrant evidenced hereby, are solely corporate obligations of the Corporation and that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Corporation or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrant evidenced hereby.

If the Warrant certificate evidencing the Warrant issued hereby becomes stolen, lost, mutilated or destroyed the Corporation may, on such terms as it may in its discretion impose, respectively issue and countersign a new warrant of like denomination, tenor and date as the certificate so stolen, lost mutilated or destroyed.

This Warrant shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia. The Corporation hereby irrevocably attorns to the jurisdiction of the Courts of the Province of British Columbia.

If any one or more of the provisions or parts thereof contained in this Warrant should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom, the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed and the invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant in any other jurisdiction.

The headings of the articles, sections, subsections and clauses of this Warrant have been inserted for convenience and reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant.

Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause or schedule bearing that number or letter in this Warrant.

Whenever used in this Warrant, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder.

Except to the extent otherwise provided herein, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

This Warrant and all of its provisions shall enure to the benefit of the Holder, and their respective heirs, executors, administrators, successors, legal representatives and assigns and shall be binding upon the Corporation and its successors and permitted assigns. The expression the “Holder” as used herein shall include the Holder's assigns whether immediate or derivative.

Any notice, document or communication required or permitted by this Warrant to be given by a party hereto shall be in writing and is sufficiently given if delivered personally, or by registered mail or if transmitted by e-mail to such party addressed as follows:

[●]

[●]

Notice transmitted by a form of email communication or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be. Any party may from time to time notify the other in the manner provided herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes hereof.

Time shall be of the essence hereof.

Subject to the terms hereof, this Warrant may be transferred. No transfer of this Warrant shall be effective unless this Warrant certificate is accompanied by a duly executed Transfer Form or other instrument of transfer in such form as the Corporation may from time to time prescribe, together with such evidence of the genuineness of each endorsement, execution and authorization and of other matters as may reasonably be required by the Corporation, are delivered to the Corporation. No transfer of this Warrant shall be made if in the opinion of counsel to the Corporation such transfer would result in the violation of any applicable securities laws.

For each Warrant transferred, the Corporation shall charge to the Holder requesting the transfer of this Warrant a reasonable sum for each new Warrant certificate issued, and payment of such charges and reimbursement of the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by the Holder requesting the transfer of this Warrant as a condition precedent thereto.

Any certificate representing Subordinate Voting Shares issued upon exercise of the Warrant prior to the date will bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●].”

(a)          The Holder, the Corporation and any transfer agent of the Corporation understand and acknowledge that the Warrants and the Subordinate Voting Shares issuable upon exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States.

(b)          Each Warrant originally issued to a U.S. Purchaser, and all Subordinate Voting Shares issued upon exercise of such Warrants, and all certificates issued in exchange or in substitution thereof or upon transfer thereof, will be issued in certificated form and shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO JUSHI HOLDINGS INC. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE TRANSFER AGENT FOR THE CORPORATION TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”;

“THIS WARRANT AND THE UNDERLYING SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. “UNITED STATES” AND “U.S. PERSON” ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE

U.S. SECURITIES ACT.”

provided that, if any Warrants or Subordinate Voting Shares issuable upon exercise of the Warrants are being sold in accordance with Rule 904 of Regulation S, the legend may be removed by providing to the Corporation (or, at the direction of the Corporation, its transfer agent) (i) a declaration in a form prescribe by the Corporation from time to time; and (ii) if required by the Corporation (or, at the direction of the Corporation, its transfer agent), an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, or other evidence reasonably satisfactory to the Corporation, that the proposed transfer may be effected without registration under the Securities Act;

and provided, further, that, if any Warrants or Subordinate Voting Shares issuable upon exercise of the Warrants are being sold under Rule 144, the legend may be removed by delivering to the Corporation (or, at the direction of the Corporation, its transfer agent) an opinion of counsel of recognized standing reasonably satisfactory to the Corporation, that the legend is no longer required under applicable requirements of the Securities Act or state securities laws.

(c)           If a Warrant or Subordinate Voting Share issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in Section 28(b) herein and the holder thereof has not obtained the prior written consent of the Corporation, then the Corporation (or, at the direction of the Corporation, its transfer agent) shall not register such transfer unless the holder complies with the requirements of Section 28(b) hereof.

This Warrant may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Warrant.

IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be signed by its duly authorized officer as of this 23^rd day of September, 2019.

SCHEDULE “A”

SUBSCRIPTION FORM

TO: [●]

The undersigned hereby subscribes for Class B subordinate voting shares (“Subordinate Voting Shares”) of Jushi Holdings Inc. (the “Corporation”) (or such other number of Subordinate Voting Shares or other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto pursuant to the provisions of the warrant certificate (the “Warrant Certificate”) dated as of the [●] day of [●] at the purchase price of [●] per Subordinate Voting Share until the Expiry Time (or at such other purchase price as may be in effect under the provisions of the Warrant Certificate) and on and subject to the other terms and conditions specified in the Warrant Certificate and hereunder and encloses herewith a cheque, bank draft or money order in lawful money of the United States of America payable to or to the order of the Corporation in payment of the subscription price.

The undersigned hereby directs that the Subordinate Voting Shares subscribed for be registered and delivered as follows:

DATED this _______day of ________________________, 20____.

SCHEDULE “B”

TRANSFER FORM

FOR VALUE RECEIVED, the undersigned holder of the Warrant of Jushi Holdings Inc., evidenced by the enclosed Warrant, hereby sells, assigns and transfers such Warrant unto ___________________________________________.

The transferee hereby agrees that it will be bound by the terms of the Warrant as if and to the same extent as if it had been the original holder thereunder.

DATED this ________day of ________________________, 20_____.