Common use of Amalgamation Events Clause in Contracts

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Share; (d) as consideration for the issuance of Danbel Shares in exchange for the MariCann Shares, Amalco shall issue to Danbel one (1) Amalco Share for each Danbel Share so issued; (e) MariCann and Subco shall be amalgamated and continue as Amalco; (f) all of the property and assets of each of MariCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCann; (g) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann shall thenceforth attach to and be enforced against Amalco; and (h) no action or proceeding by or against Subco or MariCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCann, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann MichiCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann MichiCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel ShareTidal Share and one (1) fully paid and non-assessable Tidal Series II Preferred Shares; (d) each issued and outstanding MichiCann Option and MichiCann Warrant, shall be exchanged, on an equivalent basis, for Resulting Issuer Options and Resulting Issuer Warrants (each as defined in the Business Combination Agreement), provided that in respect of MichiCann Options held by optionholders who acquired such MichiCann Options by virtue of their employment, the exercise price of a Resulting Issuer Option will be increased, if necessary, so that the In-The-Money Amount of the replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The-Money Amount of the MichiCann Option immediately before the exchange; (e) as consideration for the issuance of Danbel Tidal Shares and Tidal Series II Preferred Shares in exchange for the MariCann MichiCann Shares, Amalco shall issue to Danbel Tidal one (1) Amalco Share for each Danbel Tidal Share and Tidal Series II Preferred Share so issued; (ef) MariCann MichiCann and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann MichiCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann MichiCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannMichiCann; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann MichiCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann MichiCann shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann MichiCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannMichiCann, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann MichiCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann MichiCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Tidal Share; (d) each issued and outstanding MichiCann Option and MichiCann Warrant, including MichiCann Warrants issued under the Financing, shall be exchanged, on an equivalent basis, for Resulting Issuer Options and Resulting Issuer Warrants, provided that in respect of MichiCann Options held by optionholders who acquired such MichiCann Options by virtue of their employment, the exercise price of a Resulting Issuer Option will be increased, if necessary, so that the In-The-Money Amount of the replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The- Money Amount of the MichiCann Option immediately before the exchange; (e) as consideration for the issuance of Danbel Tidal Shares in exchange for the MariCann MichiCann Shares, Amalco shall issue to Danbel Tidal one (1) Amalco Share for each Danbel Tidal Share so issued; (ef) MariCann MichiCann and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann MichiCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann MichiCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannXxxxxXxxx; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann MichiCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann XxxxxXxxx shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann MichiCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannMichiCann, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann Xxxxxxxx Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-non- assessable Amalco Share; (c) each issued and outstanding MariCann Xxxxxxxx Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Fieldex Post-Consolidation Danbel Share; (d) issued and outstanding Agent Compensation Warrants shall be exchanged, on an equivalent basis, for Resulting Issuer Compensation Warrants; (e) issued and outstanding Xxxxxxxx Warrants shall be exchanged, on an equivalent basis, for Resulting Issuer Warrants; (f) as consideration for the issuance of Danbel Fieldex Post-Consolidation Shares in exchange for the MariCann Xxxxxxxx Shares, Amalco shall issue to Danbel Fieldex one (1) Amalco Share for each Danbel Fieldex Post- Consolidation Share so issued; (eg) MariCann Xxxxxxxx and Subco shall be amalgamated and continue as Amalco; (fh) all of the property and assets of each of MariCann Xxxxxxxx and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann Xxxxxxxx and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannXxxxxxxx; (gi) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann Xxxxxxxx and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann Xxxxxxxx shall thenceforth attach to and be enforced against Amalco; and; (hj) no action or proceeding by or against Subco or MariCann Xxxxxxxx shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannXxxxxxxx, as the case may be; and (k) the Articles attached hereto as Exhibit “B” shall be the articles of Amalco.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann MichiCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann MichiCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Tidal Share; (d) each issued and outstanding MichiCann Option and MichiCann Warrant, including MichiCann Warrants issued under the Financing, shall be exchanged, on an equivalent basis, for Resulting Issuer Options and Resulting Issuer Warrants, provided that in respect of MichiCann Options held by optionholders who acquired such MichiCann Options by virtue of their employment, the exercise price of a Resulting Issuer Option will be increased, if necessary, so that the In-The-Money Amount of the replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The-Money Amount of the MichiCann Option immediately before the exchange; (e) as consideration for the issuance of Danbel Tidal Shares in exchange for the MariCann MichiCann Shares, Amalco shall issue to Danbel Tidal one (1) Amalco Share for each Danbel Tidal Share so issued; (ef) MariCann MichiCann and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann MichiCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann MichiCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannMichiCann; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann MichiCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann MichiCann shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann MichiCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannMichiCann, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) Flowr and Subco shall be amalgamated and continue as Amalco; (b) each issued and outstanding MariCann Flowr Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (bc) at the Effective Time, each issued and outstanding Subco Share shall be exchanged for cancelled and replaced by one (1) fully paid and non-assessable Amalco Share; (cd) at the Effective Time, each issued and outstanding MariCann Flowr Share (other than those held by Dissenting Shareholders) shall will be exchanged for cancelled and replaced by one (1) fully paid and non-non- assessable post - Consolidation Danbel Needle Share; (de) as consideration for the issuance of Danbel Needle Shares in exchange for to effect the MariCann SharesAmalgamation, Amalco shall issue to Danbel Needle one (1) Amalco Share for each Danbel Needle Share so issued; (e) MariCann and Subco shall be amalgamated and continue as Amalcoissued to the previous holders of Flowr Shares; (f) at the Effective Time, pursuant to the Option Conversion Agreements: (i) all of the property and assets of each of MariCann and Subco outstanding Flowr Options that are not exercised prior to the Effective Time shall be cancelled and the property and assets of Amalco and Amalco holders thereof shall be liable issued one (1) Needle Option for each one (1) outstanding Flowr Option; (ii) all of the liabilities and obligations of each of MariCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCann; (g) all rights of creditors against outstanding Flowr Plan Options that are not exercised prior to the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets Effective Time shall be unimpaired by cancelled and the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann holders thereof shall thenceforth attach to and be enforced against Amalcoissued one (1) Needle Plan Option for each one (1) outstanding Flowr Plan Option; and (hiii) no action or proceeding by or against Subco or MariCann shall xxxxx or be affected by all of the Amalgamation but, for all purposes of such action or proceeding, outstanding Flowr Broker Warrants that are not exercised prior to the name of Amalco Effective Time shall be substituted in such action or proceeding in place of Subco or MariCann, as cancelled and the case may be.holders thereof shall be issued one (1) Needle Broker Warrant for each one (1) outstanding Flowr Broker Warrant;

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann MichiCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann MichiCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel ShareTidal Share and one (1) fully paid and non-assessable Tidal Series II Preferred Shares; (d) each issued and outstanding MichiCann Option and MichiCann Warrant, shall be exchanged, on an equivalent basis, for Resulting Issuer Options and Resulting Issuer Warrants (each as defined in the Business Combination Agreement), provided that in respect of MichiCann Options held by optionholders who acquired such MichiCann Options by virtue of their employment, the exercise price of a Resulting Issuer Option will be increased, if necessary, so that the In-The-Money Amount of the replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The- Money Amount of the MichiCann Option immediately before the exchange; (e) as consideration for the issuance of Danbel Tidal Shares and Tidal Series II Preferred Shares in exchange for the MariCann MichiCann Shares, Amalco shall issue to Danbel Tidal one (1) Amalco Share for each Danbel Tidal Share and Tidal Series II Preferred Share so issued; (ef) MariCann MichiCann and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann MichiCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann MichiCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannXxxxxXxxx; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann MichiCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann XxxxxXxxx shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann MichiCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannMichiCann, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann FV Pharma Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-non- assessable Amalco Share; (c) each issued and outstanding MariCann FV Pharma Class A Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Century Class A Share; (d) each issued and outstanding FV Pharma Class B Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable Century Class B Share; (e) each issued and outstanding FV Pharma Option and FV Pharma Warrant shall be exchanged, on an equivalent basis, for Century Options and Century Warrants; (f) as consideration for the issuance of Danbel Century Shares in exchange for the MariCann FV Pharma Shares, Amalco shall issue to Danbel Century one (1) Amalco Share for each Danbel Century Share so issued; (eg) MariCann FV Pharma and Subco shall be amalgamated and continue as Amalco; (fh) all of the property and assets of each of MariCann FV Pharma and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann FV Pharma and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannFV Pharma; (gi) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann FV Pharma and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann FV Pharma shall thenceforth attach to and be enforced against Amalco; and (hj) no action or proceeding by or against Subco or MariCann FV Pharma shall xxxxx axxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannFV Pharma, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann EnviroGold Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann EnviroGold Share (other than those held by Dissenting Shareholders) shall receive a number of Post-Conversion Range Shares equal to the Exchange Ratio and the EnviroGold Shares shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Sharecancelled; (d) following the Effective Time, all outstanding options, warrants or other convertible securities of EnviroGold will be similarly exchanged or converted in accordance with the Exchange Ratio such that, following the Effective Date, such options, warrants or other convertible securities will entitle the holders thereof to acquire for the same aggregate consideration the number of Post-Conversion Range Shares that the holder would have been entitled to receive pursuant to the Business Combination had the holder exercised or converted its options, warrants or other convertible securities to become a EnviroGold Shareholder prior to the Effective Date; (e) as consideration for the issuance of Danbel Post-Conversion Range Shares in exchange for the MariCann EnviroGold Shares, Amalco shall issue to Danbel Range one (1) Amalco Share for each Danbel Post-Conversion Range Share so issued; (ef) MariCann EnviroGold and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann EnviroGold and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann EnviroGold and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannEnviroGold; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann EnviroGold and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann EnviroGold shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann EnviroGold shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannEnviroGold, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued Ultron and outstanding MariCann Share held by each Dissenting Shareholder Subco will become an entitlement to be paid amalgamate under the fair value provisions of such sharethe BCBCA and continue as one company, being Amalco; (b) Subject to Section 2.1(e) of the Business Combination Agreement, holders of outstanding Ultron Shares shall receive such number of fully paid and non assessable Issuer Shares for each issued and outstanding Subco Ultron Share held in accordance with the Exchange Ratio; (c) Amalco shall be exchanged for issue to Issuer one (1) fully paid and non-assessable Amalco ShareShare for each Issuer Share so issued; (cd) each issued and outstanding MariCann Subco Share (other than those held by Dissenting Shareholders) shall will be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Share; (d) as consideration for Amalco Shares on the issuance basis of Danbel Shares in exchange for the MariCann Shares, Amalco shall issue to Danbel one (1) Amalco Share for each Danbel Share so issuedSubco Share; (e) MariCann and Subco shall be amalgamated and continue as AmalcoIssuer will add to its capital maintained in respect of the Issuer Shares an amount equal to aggregate paid-up capital, for purposes of the Tax Act, of the Ultron Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting Ultron Shares held by Dissenting Shareholders who do not exchange their Ultron Shares for Issuer Shares on the Amalgamation); (f) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital, for purposes of the Tax Act, of the Subco Shares and the Ultron Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting Ultron Shares held by Dissenting Shareholders who do not exchange their Ultron Shares for Issuer Shares on the Amalgamation); (g) any convertible debt instruments of Ultron shall be assigned to the Resulting Issuer in accordance with its terms, and any Ultron Shares to be issued upon the conversion of any such instruments shall be issued as Resulting Issuer Shares on an equivalent basis; (h) all of the property and assets of each of MariCann Ultron and Subco shall will be the property and assets of Amalco and and, subject to Section 6(g) hereof, Amalco shall will be liable for all of the liabilities and obligations of each of MariCann Ultron and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCann; (g) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann shall xxxxx or Amalco will be affected by the Amalgamation but, for all purposes a wholly-owned subsidiary of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCann, as the case may beIssuer.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann XTRX Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann XTRX Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - CCK Post-Consolidation Danbel ShareShares in accordance with the Exchange Ratio; (d) following the Effective Time, the Existing XTRX Warrants and Existing XTRX Options will automatically adjust in accordance with their terms such that, following the Effective Time, the holders of the Existing XTRX Warrants and Existing XTRX Options shall acquire CCK Post-Consolidation Shares in lieu of XTRX Shares adjusted to reflect the Exchange Ratio, with the exercise prices of the Existing XTRX Warrants and Existing XTRX Options adjusted by the inverse of the Exchange Ratio, or will be replaced with equivalent convertible securities of CCK entitling the holders thereof to acquire CCK Post- Consolidation Shares in lieu of XTRX Shares adjusted to reflect the Exchange Ratio, with the exercise prices of the Existing XTRX Warrants and Existing XTRX Options adjusted by the inverse of the Exchange Ratio, and otherwise bearing the same terms as the Existing XTRX Warrants and Existing XTRX Options which they replace; (e) as consideration for the issuance of Danbel CCK Post-Consolidation Shares in exchange for the MariCann XTRX Shares, Amalco shall issue to Danbel CCK one (1) Amalco Share for each Danbel Share one (1) CCK Post-Consolidation Shares so issued; (ef) MariCann XTRX and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann XTRX and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann XTRX and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannXTRX; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann XTRX and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann XTRX shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann XTRX shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannXTRX, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued HempCo and outstanding MariCann Share held by each Dissenting Shareholder Newco will become an entitlement to be paid amalgamate under the fair value provisions of such sharethe CBCA and continue as one amalgamated corporation, being Amalco; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding MariCann HempCo Share (other than those HempCo Shares held by Dissenting Shareholders) shall be exchanged for one that number of Consolidated VRT Shares as is determined in accordance with the Exchange Ratio, following which all such HempCo Shares shall be cancelled; (1c) fully paid each holder of HempCo Warrants shall receive, in exchange and non-assessable post - Consolidation Danbel Sharereplacement for their HempCo Warrants, Replacement Warrants, following which all such HempCo Warrants shall be cancelled; (d) each outstanding Newco Share will be exchanged for Xxxxxx Xxxxxx on the basis of one (1) Amalco Share for each Newco Share, following which all such Newco Shares shall be cancelled; (e) as consideration for the issuance of Danbel the Consolidated VRT Shares in exchange for to the MariCann Sharesholders of HempCo Shares to effect the Amalgamation, Amalco shall will issue to Danbel VRT one (1) fully paid Amalco Share for each Danbel Consolidated VRT Share so issued; (e) MariCann and Subco shall be amalgamated and continue as Amalco; (f) all Amalco will be a wholly-owned Subsidiary of the property and assets of each of MariCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannVRT; (g) all rights the property of creditors each of Newco and HempCo will continue to be the property of Amalco; (h) Amalco will continue to be liable for the obligations of each of Newco and HempCo; (i) an existing cause of action, claim or liability to prosecution of either Newco or HempCo will be unaffected; (j) a civil, criminal or administrative action or proceeding pending by or against the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets shall either Newco or HempCo may be unimpaired continued to be prosecuted by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann shall thenceforth attach to and be enforced or against Amalco; and (hk) no action a conviction against, or proceeding ruling, order or judgment in favour of or against, either Newco or HempCo may be enforced by or against Subco or MariCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCann, as the case may beAmalco.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding MariCann World Class Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-non- assessable Amalco Share; (c) each issued and outstanding MariCann WCE Post-Split Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel CBD Post-Split Share; (d) each issued and outstanding WCE Financing Compensation Warrant shall be exchanged, on an equivalent basis, for CBD Compensation Warrants; (e) as consideration for the issuance of Danbel CBD Shares in exchange for the MariCann WCE Shares, Amalco shall issue to Danbel CBD one (1) Amalco Share for each Danbel CBD Share so issued; (ef) MariCann World Class and Subco shall be amalgamated and continue as Amalco; (fg) all of the property and assets of each of MariCann World Class and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann World Class and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCannWorld Class; (gh) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann World Class and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann World Class shall thenceforth attach to and be enforced against Amalco; and (hi) no action or proceeding by or against Subco or MariCann World Class shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCannWorld Class, as the case may be.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued BeeImmune and outstanding MariCann Share held by each Dissenting Shareholder Subco will become an entitlement to be paid amalgamate under the fair value provisions of such sharethe BCBCA and continue as one company, being Amalco; (b) Subject to Section 2.1(d) of the Business Combination Agreement, holders of outstanding BeeImmune Shares shall receive such number of fully paid and non assessable Plantfuel Shares for each issued and outstanding Subco BeeImmune Share held in accordance with the Exchange Ratio; (c) Amalco shall be exchanged for issue to Plantfuel one (1) fully paid and non-assessable Amalco ShareShare for each Plantfuel Share so issued; (cd) each issued and outstanding MariCann Subco Share (other than those held by Dissenting Shareholders) shall will be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Share; (d) as consideration for Amalco Shares on the issuance basis of Danbel Shares in exchange for the MariCann Shares, Amalco shall issue to Danbel one (1) Amalco Share for each Danbel Share so issuedSubco Share; (e) MariCann and Subco shall be amalgamated and continue as AmalcoPlantfuel will add to its capital maintained in respect of the Plantfuel Shares an amount equal to aggregate paid-up capital, for purposes of the Tax Act, of the BeeImmune Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting BeeImmune Shares held by Dissenting Shareholders who do not exchange their BeeImmune Shares for Plantfuel Shares on the Amalgamation); (f) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital, for purposes of the Tax Act, of the Subco Shares and the BeeImmune Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting BeeImmune Shares held by Dissenting Shareholders who do not exchange their BeeImmune Shares for Plantfuel Shares on the Amalgamation); (g) all of the property and assets of each of MariCann BeeImmune and Subco shall will be the property and assets of Amalco and Amalco shall will be liable for all of the liabilities and obligations of each of MariCann BeeImmune and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCann; (g) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann shall thenceforth attach to and be enforced against Amalco; and (h) no action or proceeding by or against Subco or MariCann shall xxxxx or Amalco will be affected by the Amalgamation but, for all purposes a wholly-owned subsidiary of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCann, as the case may bePlantfuel.