Common use of Authorized and Issued Capital Clause in Contracts

Authorized and Issued Capital. (i) The authorized capital of iAnthus consists of an unlimited number of iAnthus Shares. The iAnthus Disclosure Letter sets forth, as at the date of this Agreement the number of issued and outstanding iAnthus Shares. (ii) The authorized capital of AcquisitionCo consists of an unlimited number of common shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable. (iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus Shareholders on any matter. (iv) Except as otherwise disclosed in the iAnthus Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus to issue or sell any shares of capital stock or other securities of iAnthus or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of iAnthus or any of its Subsidiaries. (v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (vi) All outstanding iAnthus Shares have been duly authorized and validly issued as fully paid and non- assessable, and are validly issued and outstanding as fully paid and non-assessable. (vii) All outstanding securities of each of iAnthus and AcquisitionCo have been issued in material compliance with all applicable Laws, including Securities Laws.

Authorized and Issued Capital. (i) The authorized capital of iAnthus MPX consists of an unlimited number of iAnthus MPX Shares. The iAnthus MPX Disclosure Letter sets forth, as at the date of this Agreement Agreement: (A) the number of issued and outstanding iAnthus MPX Shares; and (B) the number of outstanding MPX Convertible Securities providing for the issuance of MPX Shares upon exercise thereof. (ii) The authorized capital of AcquisitionCo consists of an unlimited number of common shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable. (iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus MPX Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus MPX Shareholders on any matter. (iviii) Except for the MPX Convertible Securities or as otherwise disclosed in the iAnthus MPX Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus MPX to issue or sell any shares of capital stock or other securities of iAnthus MPX or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of iAnthus MPX or any of its Subsidiaries. (v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (viiv) All outstanding iAnthus MPX Shares have been duly authorized and validly issued as fully paid and non- assessable, and are all MPX Shares issuable upon the exercise of the MPX Convertible Securities or the MPX Convertible Loans in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued and outstanding as fully paid and non-assessable. (viiv) All outstanding securities of each of iAnthus and AcquisitionCo MPX have been issued in material compliance with all applicable Laws, including Securities Laws. (vi) The MPX Disclosure Letter sets forth with respect to each MPX Option outstanding as of the date of this Agreement: (i) the number of MPX Shares issuable therefor; (ii) the purchase price payable therefor upon the exercise thereof, as applicable; (iii) the date on which such security was granted or issued and the date on which such security expires; and (iv) other than as provided in this Agreement, the extent to which such MPX Option is vested and exercisable as of the date of this Agreement. All grants of MPX Options were validly issued and properly approved by the MPX Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and the MPX Stock Option Plan and recorded on MPX’s financial statements in accordance with IFRS. (vii) The MPX Disclosure Letter sets forth with respect to each MPX Warrant outstanding as of the date of this Agreement: (i) the number of MPX Shares issuable therefor; (ii) the exercise price payable therefor upon the exercise thereof; and (iii) the date on which such security was granted or issued and the date on which such security expires. All grants of MPX Warrants were validly issued and properly approved by the MPX Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and with the terms of such MPX Warrants, and have been recorded on MPX’s financial statements in accordance with IFRS. (viii) The MPX Disclosure Letter sets forth with respect to each MPX Convertible Debenture outstanding as of the date of this Agreement: (i) the number of MPX Shares issuable therefor; (ii) the conversion price payable therefor upon the exercise thereof; and (iii) the date on which such security was granted or issued and the date on which such security expires. All grants of MPX Convertible Debenture were validly issued and properly approved by the MPX Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and are recorded on MPX’s financial statements in accordance with IFRS. (ix) The MPX Data Room contains a true and complete copy of the MPX Stock Option Plan.

Authorized and Issued Capital. (ia) The authorized capital of iAnthus the Company consists of an unlimited number of iAnthus Shares. The iAnthus Disclosure Letter sets forth, as at the date of this Agreement the number of issued and outstanding iAnthus Shares. (ii) The authorized capital of AcquisitionCo consists of an unlimited number of common 1000 shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares 1000 have been authorized and validly issued as fully paid and non-assessable. (iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus Shareholders on any matter. (iv) Except as otherwise disclosed in the iAnthus Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus to issue or sell any shares of capital stock or other securities of iAnthus or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of iAnthus or any of its Subsidiaries. (v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (vi) All outstanding iAnthus Shares have been duly authorized and validly issued as fully paid and non- assessable, and are validly issued and are outstanding as fully paid and non-assessableassessable shares. The Purchased Shares constitute all of the issued and outstanding shares in the capital of the Company. No options, warrants or other rights for the purchase, subscription or issuance of shares or other securities of the Company or securities convertible into or exchangeable for shares of the Company have been authorized or agreed to be issued or are outstanding. The Purchased Shares are not subject to any pre-emptive rights and there are no shareholder agreements, voting trust agreements or other Contracts restricting voting or dividend rights or transferability with respect to such shares. (viib) The amount of charter capital of RPI equals 10,000 (ten thousand) Russian Roubles. The charter capital of RPI has been duly formed and, in particular, the timing of all charter capital contributions and all procedures for the formation of charter capital were completed in compliance with Applicable Laws. (c) The authorized and issued charter capital of RPI is represented by 100 (one hundred) common registered non-documentary voting shares with par value of 100 (one hundred) Russian Roubles per share. All outstanding securities procedures and timing requirements under Applicable Laws in relation to the issue and placement of each the RPI Shares were duly complied with and all Approvals with this respect have been duly and timely obtained, in particular, all of iAnthus and AcquisitionCo the RPI Shares have been issued and registered with the relevant Governmental Authorities in material compliance with all applicable Applicable Laws. All of the RPI Shares have been fully paid within the time periods and in the manner contemplated and required by Applicable Laws. The RPI Shares constitute all of the issued and outstanding shares in the capital of RPI; there are neither (i) any authorized shares in RPI that are in the process of being issued or placed, including Securities Lawsnor (ii) any preferred shares in RPI. No options, warrants or other rights for the purchase, subscription or issuance of shares or other securities of RPI or securities convertible into or exchangeable for shares in RPI have been authorized or agreed to be issued or are outstanding. There are no restrictions on the transfer of the RPI Shares except those set forth in the constating documents of RPI. There are no shareholder agreements, voting trust agreements or other Contracts restricting voting or dividend rights or transferability with respect to such shares.

Authorized and Issued Capital. (i) The authorized capital of iAnthus consists WPD on Closing will consist of an unlimited number 70,779 common shares, of iAnthus Shares. The iAnthus Disclosure Letter sets forth, which 17,779 common shares are in the process of being registered as at the date of this Agreement the number of validly issued and outstanding iAnthus Shares. (ii) The authorized capital of AcquisitionCo consists of an unlimited number of common shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable. (iii) There assessable shares, 1,701 are no bondsscheduled to be issued, debentures and 343 securities convertible into common shares of WPD are currently outstanding or other evidences scheduled to be issued. A true and complete list of indebtedness the WPD Securityholders and parties who have binding agreements to become WPD Securityholders on or before Closing, their names, addresses and holdings of iAnthus Group outstanding having the right to vote (or that are convertible or exercisable WPD Shares and WPD Convertible Securities, as applicable, is set out in Schedule "A". Except for securities having the right to vote) with iAnthus Shareholders on any matter. (iv) Except as otherwise disclosed set forth in the iAnthus Disclosure LetterSchedule "A", there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus to issue character whatsoever requiring or sell which may require the issuance, sale or transfer by WPD of any shares of capital stock or other securities of iAnthus or any of its Subsidiaries or WPD (including WPD Shares), nor are there any securities or obligations convertible into, or exchangeable into or exercisable for, or giving any Person otherwise evidencing a right or obligation to subscribe for or acquire, any securities of iAnthus or any of its Subsidiaries. WPD (v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (vi) including WPD Shares). All outstanding iAnthus WPD Shares have been or will be prior to Closing duly authorized and validly issued as and are fully paid and non- non-assessable, and are all WPD Shares issuable upon the exercise of WPD Securities in accordance with their respective terms will or have been duly authorized and, upon issuance, will be validly issued and outstanding as fully paid and non-assessable. (vii) , and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All outstanding securities of each of iAnthus and AcquisitionCo WPD (including WPD Shares) have been issued in material compliance with all applicable Applicable Laws. There are, including Securities Lawsor will be no securities of WPD outstanding at Closing, which have the right to vote generally (or which are convertible into or exchangeable for securities having the right to vote generally) with the WPD Shareholders on any matter, and there are no outstanding contractual or other obligations of any of WPD to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any of its outstanding securities. There are no outstanding bonds, debentures or other evidences of indebtedness of having the right to vote with the WPD Shareholders on any matters.

Authorized and Issued Capital. (i) The authorized capital of iAnthus ICC consists of an unlimited number of iAnthus ICC Shares. The iAnthus ICC Disclosure Letter sets forth, as at the date of this Agreement Agreement, the number of issued and outstanding iAnthus ICC Shares; the number of outstanding ICC Plan Options, ICC Compensation Option and ICC Warrants providing for the issuance of ICC Shares upon exercise thereof. (ii) The authorized capital of AcquisitionCo consists of an unlimited number of common shares without par value. As of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable. (iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus ICC Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus ICC Shareholders on any matter. (iviii) Except for outstanding ICC Plan Options under the ICC Stock Option Plan, stock options proposed to be granted under the ICC Stock Option Plan, the ICC Warrants or as otherwise disclosed in the iAnthus ICC Disclosure Letter, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate iAnthus ICC to issue or sell any shares of capital stock or other securities of iAnthus ICC or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of iAnthus ICC or any of its Subsidiaries. (v) There are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any kind that obligate AcquisitionCo to issue or sell any shares of capital stock or other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (viiv) All outstanding iAnthus ICC Shares have been duly authorized and validly issued as fully paid and non- assessable, and are all ICC Shares issuable upon the exercise of rights under the ICC Plan Options, ICC Warrants and ICC Compensation Options in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued and outstanding as fully paid and non-assessable. (viiv) All outstanding securities of each of iAnthus and AcquisitionCo ICC have been issued in material compliance with all applicable Laws, including Securities Laws. (vi) The ICC Disclosure Letter sets forth with respect to each ICC Plan Option outstanding as of the date of this Agreement: (i) the number of ICC Shares issuable therefor; (ii) the purchase price payable therefor upon the exercise thereof, as applicable; (iii) the date on which such security was granted or issued and the date on which such security expires; and (iv) other than as provided in this Agreement, the extent to which such ICC Plan Option is vested and exercisable as of the date of this Agreement. All grants of ICC Plan Options were validly issued and properly approved by the ICC Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and the ICC Stock Option Plan and recorded on ICC’s financial statements in accordance with IFRS. (vii) The ICC Disclosure Letter sets forth with respect to each ICC Warrant outstanding as of the date of this Agreement: (i) the number of ICC Shares issuable therefor; (ii) the exercise price payable therefor upon the exercise thereof; and (iii) the date on which such security was granted or issued and the date on which such security expires. All grants of ICC Warrants were validly issued and properly approved by the ICC Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and the ICC Warrant Indenture and recorded on ICC’s financial statements in accordance with IFRS. (viii) The ICC Disclosure Letter sets forth with respect to each ICC Compensation Options outstanding as of the date of this Agreement: (i) the number of ICC Shares and ICC Warrants issuable therefor; (ii) the exercise price payable therefor upon the exercise thereof; and (iii) the date on which such security was granted or issued and the date on which such security expires. All grants of ICC Compensation Options were validly issued and properly approved by the ICC Board (or a duly authorized committee or subcommittee thereof) in compliance in all material respects with all Laws and certificates evidencing ICC Compensation Options and recorded on ICC’s financial statements in accordance with IFRS. (ix) The ICC Data Room contains a true and complete copy of the ICC Stock Option Plan.

Authorized and Issued Capital. (ia) The authorized share capital of iAnthus consists the Company is as set out in Section 4(a) of an unlimited number the Disclosure Letter. Section 4(a) of iAnthus Shares. The iAnthus the Disclosure Letter sets forthout, as at of the date of this Agreement hereof, the number of issued and outstanding iAnthus Shares. outstanding: (i) Common Shares (other than shares of Company Restricted Stock); and (ii) The authorized capital of AcquisitionCo consists of an unlimited (A) Company Warrants, (B) Company Options, and (C) Company Restricted Stock, in each case, setting forth the number of common shares without par valueCommon Shares subject to each such Company Option, Company Warrant, and Company Restricted Stock award, and the grant date, vesting schedule, and exercise or reference price with respect to each such Company Option, Company Warrant, and Company Restricted Stock award. As Except as disclosed in Section 4(a) of the date hereof, there are 1,000 AcquisitionCo Shares issued and outstanding, all of which are held by iAnthus. All outstanding AcquisitionCo Shares have been authorized and validly issued as fully paid and non-assessable. (iii) There are no bonds, debentures or other evidences of indebtedness of iAnthus Group outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with iAnthus Shareholders on any matter. (iv) Except as otherwise disclosed in the iAnthus Disclosure Letter, there are the Company has no optionsother outstanding agreement, warrantssubscription, conversion privileges warrant, option, right or commitment or other rightsright or privilege (whether by law, agreements, arrangements or commitments (pre-emptiveemptive or contractual), contingent nor has it granted any right or otherwise) privilege capable of any kind that obligate iAnthus becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any shares of capital stock Common Shares or other securities equity or voting securities, including any security or obligation of iAnthus or any of its Subsidiaries or any securities or obligations kind convertible or in to exchangeable into or exercisable for, for any Common Shares or giving any Person a right to subscribe for other equity or acquire, any securities voting security of iAnthus the Company or any of its Subsidiaries. (vb) There are no optionsoutstanding contractual obligations of the Company to repurchase, warrantsredeem or otherwise acquire any Common Shares. (c) Each (i) Company Option and Company Restricted Stock award was granted in compliance with all applicable Laws and all the terms and conditions of the Equity Incentive Plans pursuant to which it was issued, conversion privileges (ii) Company Option has an exercise price per Common Share equal to or other rightsgreater than the closing price of a Common Share on the date of such grant, agreements, arrangements (iii) Company Option and Company Restricted Stock award has a grant date identical to the date on which the Board actually awarded such Company Option or commitments Company Restricted Stock award and (pre-emptive, contingent or otherwiseiv) of any kind that obligate AcquisitionCo Company Option qualifies for the Tax and accounting treatment afforded to issue or sell any shares of capital stock or such Company Option in the Company’s Tax Returns. (d) All outstanding Common Shares and other securities of AcquisitionCo or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of AcquisitionCo. (vi) All outstanding iAnthus Shares have been duly authorized and validly issued as fully paid and non- assessable, and are validly issued and outstanding as fully paid and non-assessable. (vii) All outstanding securities of each of iAnthus and AcquisitionCo the Company have been issued in material compliance with all applicable Laws, including Securities Laws.