Common use of Authority and Conflict Clause in Contracts

Authority and Conflict. Telferscot has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Telferscot as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Telferscot and the completion by Telferscot of the transactions contemplated hereby have been authorized by the Telferscot Board and, subject to obtaining the Telferscot Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of Telferscot are necessary to authorize this Agreement or the completion by Telferscot of the transactions contemplated hereby other than the filing of the Articles of Amendment and the filing of the Articles of Amalco with the Director. This Agreement has been executed and delivered by Telferscot and constitutes a legal, valid and binding obligation of Telferscot, enforceable against Telferscot in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot of this Agreement and the performance by Telferscot of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not: (i) result in a violation, contravention or breach or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (A) the articles of incorporation and by-laws of Telferscot; (B) any applicable Law or rule or policy of the CSE (except that the approval of the CSE, which is required for the completion by Telferscot of the transactions contemplated hereby, will be applied for by Telferscot but has not been obtained as of the date hereof); or (C) any Contract to which Telferscot is bound or is subject to or of which Telferscot is the beneficiary, in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (ii) cause any indebtedness owing by Telferscot to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iii) result in the imposition of any Encumbrance upon any of the property or assets of Telferscot or give any Person the right to acquire any of Telferscot’s assets, or restrict, hinder, impair or limit the ability of Telferscot to conduct the business of Telferscot as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Telferscot or increase any benefits otherwise payable under any pension or benefits plan of Telferscot or result in the acceleration of the time of payment or vesting of any such benefits; or (v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the Telferscot Assets.

Authority and Conflict. Telferscot Each of Advantagewon and Opulence has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments Contracts to be executed by Telferscot Advantagewon and Opulence as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instrumentsContracts. The execution and delivery of this Agreement by Telferscot Advantagewon and Opulence and the completion by Telferscot Advantagewon and Opulence of the transactions contemplated hereby have been authorized by the Telferscot both the Advantagewon Board andand the Opulence Board, and subject to obtaining approval of the Telferscot Shareholder Approval in CSE and the manner contemplated hereinRegistrar, no other corporate proceedings on the part of Telferscot Advantagewon or Opulence are necessary to authorize this Agreement or the completion by Telferscot Advantagewon and Opulence of the transactions contemplated hereby other than the filing of the Articles of Amendment and the filing of the Articles of Amalco with the DirectorRegistrar. This Agreement has been executed and delivered by Telferscot each of Advantagewon and Opulence and constitutes a legal, valid and binding obligation of Telferscot, each of Advantagewon and Opulence enforceable against Telferscot each of Advantagewon and Opulence in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot Advantagewon and Opulence of this Agreement and the performance by Telferscot each of Advantagewon and Opulence of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not: (i) not result in a violation, contravention or breach or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (Ai) the notice of articles and articles of incorporation and by-laws Advantagewon or the constating documents of TelferscotAdvantagewon; (Bii) any applicable Law or rule or policy of the CSE (except that the approval of the CSE, which is required for the completion by Telferscot Advantagewon of the transactions contemplated hereby, will be applied for by Telferscot Advantagewon but has not been obtained as of the date hereof); or (C) any Contract to which Telferscot is bound or is subject to or of which Telferscot is the beneficiary, in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (ii) cause any indebtedness owing by Telferscot to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iii) result in the imposition of any Encumbrance upon any of the property or assets of Telferscot or give any Person the right to acquire any of Telferscot’s assets, or restrict, hinder, impair or limit the ability of Telferscot to conduct the business of Telferscot as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Telferscot or increase any benefits otherwise payable under any pension or benefits plan of Telferscot or result in the acceleration of the time of payment or vesting of any such benefits; or (v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the Telferscot Assets.

Authority and Conflict. Telferscot BevCanna has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments Contracts to be executed by Telferscot XxxXxxxx as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements Contracts. Newco has all necessary corporate power, authority and instrumentscapacity to enter into all Contracts to be executed by Xxxxx as contemplated by this Agreement, and to perform its obligations under such Contracts. The execution and delivery of this Agreement by Telferscot XxxXxxxx and the completion by Telferscot XxxXxxxx and Newco of the transactions contemplated hereby have been authorized by the Telferscot BevCanna Board andand the board of directors of Newco, and subject to obtaining approval of the Telferscot Shareholder Approval in CSE and the manner contemplated hereinRegistrar, no other corporate proceedings on the part of Telferscot BevCanna or Newco are necessary to authorize this Agreement or the completion by Telferscot XxxXxxxx and Newco of the transactions contemplated hereby other than the filing of the Articles of Amendment and the filing of the Articles of Amalco Amalgamation Application with the DirectorRegistrar. This Agreement has been executed and delivered by Telferscot XxxXxxxx and constitutes a legal, valid and binding obligation of TelferscotBevCanna, enforceable against Telferscot BevCanna in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot XxxXxxxx of this Agreement and the performance by Telferscot each BevCanna and Xxxxx of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not: (i) result in a violation, contravention or breach or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (A) the notice of articles and articles of incorporation and by-laws BevCanna or the constating documents of TelferscotNewco; (B) any applicable Law or rule or policy of the CSE (except that the approval of the CSE, which is required for the completion by Telferscot BevCanna of the transactions contemplated hereby, will be applied for by Telferscot XxxXxxxx but has not been obtained as of the date hereof); or (C) any Material Contract to which Telferscot BevCanna or Newco is bound or is subject to or of which Telferscot BevCanna and Newco is the beneficiary, in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (ii) cause any indebtedness owing by Telferscot to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iii) result in the imposition of any Encumbrance upon any of the property or assets of Telferscot or give any Person the right to acquire any of Telferscot’s assets, or restrict, hinder, impair or limit the ability of Telferscot to conduct the business of Telferscot as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Telferscot or increase any benefits otherwise payable under any pension or benefits plan of Telferscot or result in the acceleration of the time of payment or vesting of any such benefits; or (v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the Telferscot AssetsBevCanna.

Authority and Conflict. Telferscot Canntab has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Telferscot Canntab as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Telferscot Canntab and the completion by Telferscot Canntab of the transactions contemplated hereby by this Agreement have been authorized by the Telferscot Board andCanntab Board, and subject to obtaining the Telferscot Canntab Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of Telferscot Canntab are necessary to authorize this Agreement or the completion by Telferscot Canntab of the transactions contemplated hereby hereby, other than the filing of the Articles of Amendment and the filing of the Articles of Amalco with the Directorapproval by Securities Authorities. This Agreement has been executed and delivered by Telferscot Canntab and constitutes a legal, valid and binding obligation of TelferscotCanntab, enforceable against Telferscot Canntab in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot Canntab of this Agreement and the performance by Telferscot it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not: (i) result in a violation, contravention or breach breach, or constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (A) the articles of incorporation continuance, articles of amendment and by-laws of Telferscot;Canntab, (B) any applicable Law or rule or policy of the CSE (except that the approval of the CSE, which is required for the completion by Telferscot Canntab of the transactions contemplated hereby, will be applied for by Telferscot Canntab but has not been obtained as of the date hereof); or (C) any Contract to which Telferscot Canntab is bound or is subject to or of which Telferscot Canntab is the beneficiary, in each case, which would, individually or in the aggregate, have a Material Adverse Effect on TelferscotCanntab; (ii) cause any indebtedness owing by Telferscot Canntab or the to come due before its stated maturity or cause any available credit to cease to be available which would, individually or in the aggregate, have a Material Adverse Effect on TelferscotCanntab; (iii) result in the imposition of any Encumbrance upon any of the property or assets of Telferscot Canntab, or give any Person the right to acquire any of Telferscot’s Canntab’ assets, or restrict, hinder, impair or limit the ability of Telferscot Canntab to conduct the business of Telferscot Canntab as and where it is now being conducted conducted, which would, individually or in the aggregate, have a Material Adverse Effect on TelferscotCanntab; (iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Telferscot Canntab or increase any benefits otherwise payable under any pension or benefits plan of Telferscot Canntab or result in the acceleration of the time of payment or vesting of any such benefits; or (v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the Telferscot Assetsmaterial properties in which Canntab has an interest.

Authority and Conflict. Telferscot Groundstar has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments Contracts to be executed by Telferscot Groundstar as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instrumentsContracts. The execution and delivery of this Agreement by Telferscot Groundstar and the completion by Telferscot Groundstar of the transactions contemplated hereby have been authorized by the Telferscot Board andAdvantagewon Board, and subject to obtaining approval of the Telferscot Shareholder Approval in TSXV and the manner contemplated hereinRegistrar, no other corporate proceedings on the part of Telferscot Groundstar or Advantagewon are necessary to authorize this Agreement or the completion by Telferscot Groundstar and Advantagewon of the transactions contemplated hereby other than the filing of the Articles of Amendment and the filing of the Articles of Amalco with the DirectorRegistrar. This Agreement has been executed and delivered by Telferscot Groundstar and constitutes a legal, valid and binding obligation of Telferscot, Groundstar enforceable against Telferscot Groundstar in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot Groundstar of this Agreement and the performance by Telferscot Groundstar of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not: (i) result in a violation, contravention or breach or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of: (A) the notice of articles and articles of incorporation and by-laws Groundstar or the constating documents of TelferscotGroundstar; (B) any applicable Law or rule or policy of the CSE (except that the approval of the CSE, which is required for the completion by Telferscot of the transactions contemplated hereby, will be applied for by Telferscot but has not been obtained as of the date hereof)TSXV; or (C) any Material Contract to which Telferscot Groundstar is bound or is subject to or of which Telferscot Groundstar is the beneficiary, ; in each case, which would, individually or in the aggregate, have a Material Adverse Effect on TelferscotGroundstar; (ii) cause give rise to any indebtedness owing by Telferscot right of purchase or sale, right of first refusal or right of first offer, trigger any change in control provision or any restriction or limitation under, any provision of any Material Contract of Groundstar or any material Authorization to come due before its stated maturity which Groundstar is a party or to which Groundstar’s properties or assets are bound, except as disclosed in Section 4.2(b) of the Groundstar Disclosure Letter; (iii) give rise to any right of termination, cancellation, suspension or acceleration, allow any Person to exercise any material right, or cause or permit the termination, cancellation, suspension, acceleration or other change of any available credit material right or obligation or the loss of any material benefit to cease which Groundstar is entitled under, any provision of any Material Contract of Groundstar or any material Authorization to be available which wouldGroundstar is a party or to which Groundstar’ properties or assets are bound, except as disclosed in Section 4.2(b) of the Groundstar Disclosure Letter; or (iv) except as disclosed in Section 4.2(b) of the Groundstar Disclosure Letter, result in the imposition of any Lien upon any of the property or assets of Groundstar (whether owned or leased), or restrict, hinder, impair or limit the ability of Groundstar to conduct its business as and where it is now being conducted, except as would not, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iii) result in the imposition of any Encumbrance upon any of the property or assets of Telferscot or give any Person the right to acquire any of Telferscot’s assets, or restrict, hinder, impair or limit the ability of Telferscot to conduct the business of Telferscot as and where it is now being conducted which would, individually or in the aggregate, have a Material Adverse Effect on Telferscot; (iv) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, “golden parachute”, change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Telferscot or increase any benefits otherwise payable under any pension or benefits plan of Telferscot or result in the acceleration of the time of payment or vesting of any such benefits; or (v) result in the revocation, suspension, cancellation, variation or non-renewal of any claims, concessions, licenses, leases or other instruments, conferring rights in respect of the Telferscot AssetsGroundstar.