Common use of Board Nomination Procedure Clause in Contracts

Board Nomination Procedure. (1) The Corporation shall notify the Investor Representative (on behalf of the Investor) of its intention to hold a Directors Election Meeting at least 75 days prior to the date of such meeting and shall provide the Investor with such documentation requesting such information regarding such Nominee(s) as required for purposes of completing the Corporation’s management information circular. (2) At least 45 days and no more than 75 days before each Directors Election Meeting, the Investor Representative (on behalf of the Investor), will deliver to the Corporation (c/o the NGC Committee) in writing the name of its Nominee(s) together with the information regarding such Nominee(s)) that the Corporation is required by applicable law to include in a management information circular of the Corporation to be sent to Shareholders in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s), that is consistent with the information the Corporation intends to publish about management Nominees as Directors of the Corporation in such management information circular as reasonably requested by the Corporation (the “Nomination Letter”). (3) If the Investor Representative (on behalf of its Investor) fails to deliver the Nomination Letter to the Corporation at least 45 days before the Directors Election Meeting, the Investor shall be deemed to have designated the same Nominee that serves as a Director of the Corporation at such time, subject to such individual satisfying the Conditions for re-appointment to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each Nominee of the Investor shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under applicable law and the rules of any stock exchange on which the Subordinate Voting Shares are then listed (the “Conditions”). No Nominee may be a Person who has been convicted of a felony or a Person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or any securities regulatory authority having jurisdiction over the Corporation. (5) The Nominee(s) of the Investor shall be nominated by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting. The Corporation agrees, to the fullest extent permitted by applicable law, to include the individual(s) designated pursuant to Section 2.2 in the slate of Nominees that are proposed for election as Directors by the Corporation, to include such Nominees in a management information circular of the Corporation relating to the election of Directors at a Directors Election Meeting and to support the Nominee(s) for election in a manner no less rigorous and favourable in which the Corporation supports its other Nominees, to recommend such individual to be elected as a Director as provided herein and agrees to use its best efforts to cause the election of each such Nominee(s) to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents from Shareholders in favour of the election thereof. (6) The Investor shall, in respect of all Shares that it beneficially owns, directly or indirectly, not vote against or withhold its vote or consent in respect of, or cause to be voted against or cause to be withheld against, any Nominee nominated by any Other Investor under each Other Investor Agreement for election as Directors at each applicable Directors Election Meeting.

Board Nomination Procedure. (1) i. The Corporation Company shall notify the Investor Representative (on behalf of the Investor) of its intention to hold a Directors Election Meeting at least 75 days prior to immediately upon determining the date of such meeting and shall provide the Investor with such documentation requesting such information regarding such Nominee(s) the Investor Nominee as required for purposes of completing the CorporationCompany’s management information circular. (2) ii. At least 45 days and no more than 75 60 days before each Directors Election Meeting, the Investor Representative (on behalf of the Investor), will deliver to the Corporation Company (c/o the NGC Compensation and Corporate Governance Committee) in writing the name of its Nominee(s) the Investor Nominee together with the information regarding such Nominee(s)) Investor Nominee that the Corporation Company is required by applicable law to include in a management information circular of the Corporation Company to be sent to Shareholders shareholders of the Company in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s)Investor Nominee, that is consistent with the information the Corporation Company intends to publish about management Nominees as Directors of the Corporation Company in such management information circular circular, as reasonably requested by the Corporation Company (the “Nomination Letter”). (3) iii. If the Investor Representative (on behalf of its Investor) fails to deliver the a Nomination Letter to the Corporation Company at least 45 days before the Directors Election Meeting, the Investor shall be deemed to have designated the same Investor Nominee that serves as a the Investor’s nominated Director of the Corporation at such time, subject to such individual satisfying the Conditions for re-appointment to the Board, or, if no Investor Nominee serves on the Board at such time, the Company shall be entitled to nominate a Director for election. Nothing in this Section 2.2(c) shall extinguish the rights of any Investor provided for in Section 2.1(d). (4) iv. Notwithstanding anything to the contrary in this Agreement, each Investor Nominee of the Investor shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under applicable law and the rules of any stock exchange on which the Subordinate Voting Shares are then listed (the “Conditions”). No Nominee may be a Person who has been convicted of a felony or a Person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or any securities regulatory authority having jurisdiction over the CorporationCompany. (5) v. The Nominee(s) Investor Nominee of the Investor shall be nominated by or at the direction of the Board or an authorized officer of the CorporationCompany, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting. The Corporation Company agrees, to the fullest extent permitted by applicable law, to include the individual(s) Investor Nominee designated pursuant to Section 2.2 2.1 in the slate of Nominees that are proposed for election as Directors by the CorporationCompany, to include such Nominees Investor Nominee in a management information circular of the Corporation Company relating to the election of Directors at a Directors Election Meeting and Meeting, to support the Nominee(s) Investor Nominee for election in a manner no less rigorous and favourable in which the Corporation Company supports its other Nominees, Nominees and to recommend such individual the Investor Nominee to be elected as a Director as provided herein and agrees to use its best commercially reasonable efforts to solicit proxies and otherwise cause the election of each such Nominee(s) Investor Nominee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents from Shareholders in favour of the election thereof. (6) The Investor shall, in respect of all Shares that it beneficially owns, directly or indirectly, not vote against or withhold its vote or consent in respect of, or cause to be voted against or cause to be withheld against, any Nominee nominated by any Other Investor under each Other Investor Agreement for election as Directors at each applicable Directors Election Meeting.

Board Nomination Procedure. 4.4.1 Not less than ninety (190) The Corporation shall notify the Investor Representative (on behalf of the Investor) of its intention to hold a Directors Election Meeting at least 75 days prior to the date of such meeting and shall provide the Investor with such documentation requesting such information regarding such Nominee(s) as required for purposes of completing the Corporation’s management information circular. (2) At least 45 days and no more than 75 days before each Directors Election Meeting, the Investor Representative (on behalf Corporation will notify each Shareholder Group of the Investor)date on which such Directors Election Meeting is scheduled to be held. 4.4.2 Subject to Section 4.4.6, will not less than seventy-five (75) days before each Directors Election Meeting, each Shareholder Group shall deliver to the Corporation (c/o the NGC Committee) Corporation, in writing writing, the name of its Nominee(s) three proposed nominees together with the information regarding such Nominee(s)proposed nominees (including the number of securities in the Corporation or its affiliates owned or controlled by each) that each Shareholder Group requests the Corporation is required by applicable law to include in a management the information circular of the Corporation to be sent to Shareholders in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s)each, that is consistent with the information the Corporation intends to publish about management Nominees other nominees as Directors directors of the Corporation in such management information circular as reasonably requested by the Corporation (the “Nomination Letter”). (3) 4.4.3 If the Investor Representative (on behalf of its Investor) fails to deliver the a Shareholder Group does not provide a Nomination Letter in accordance with Section 4.4.2, such Shareholder Group will be deemed to nominate its nominees that are directors immediately prior to the Corporation at least 45 days before beginning of the Directors Election Meeting, the Investor shall be deemed to have designated the same Nominee that serves as a Director of the Corporation at such time, subject to such individual individuals satisfying the Conditions for re-appointment to the BoardBoard and to the review of and approval by the Governance, Compensation and Nominating Committee in accordance with Section 4.4.7. 4.4.4 Each Shareholder Group shall also cause its nominees to complete any director and officer questionnaire that the Corporation requires of every nominee director. 4.4.5 Each Shareholder Group agrees that each individual it nominates in the Nomination Letter, in its good faith judgment, (4i) Notwithstanding anything to the contrary in this Agreement, each Nominee possesses appropriate expertise and/or background knowledge of the Investor shallbusiness of the Corporation, at all times while serving on the Board, meet the qualification requirements and (ii) is otherwise qualified to serve as a Director member of the Board under applicable law and all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including any of the rules of any stock exchange on which the Subordinate Voting Shares are then listed (the “Conditions”)Corporation’s applicable policies. No Nominee nominee may be a Person an individual who has been convicted of a felony or a Person crime involving moral turpitude or an individual who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or any a securities regulatory authority having jurisdiction over the Corporation. Corporation (5) The Nominee(s) each of the Investor foregoing requirements in this Section 4.4.5, collectively, the “Conditions”). Such individual shall be nominated by or at preserve the direction confidentiality of the Corporation’s business and information, including discussions of matters considered in meetings of the Board or an authorized officer the Committees. 4.4.6 Subject to Section 4.4.3, if either Shareholder Group fails to deliver the Nomination Letter to the Corporation at least seventy-five (75) days before the Directors Election Meeting for which the Corporation has provided notice under Section 4.4.1, the Corporation shall have no obligation to include any of such Shareholder Group’s nominees as a nominee of the CorporationBoard as a director in the information circular for the Directors Election Meeting for which such notice was provided or to nominate any individual designated or proposed by such Shareholder Group as director at such Directors Election Meeting. 4.4.7 If a Shareholder Group provides the Nomination Letter within the time prescribed therefor, including pursuant the Governance, Compensation and Nominating Committee shall promptly review the individual’s credentials and, in the case of any nominee not currently a director, shall promptly interview such individual and, subject to a notice of meetingsuch Committee’s and the Board’s approval, to stand for election to which approval shall be based upon the same criteria the Governance, Compensation and Nominating Committee and the Board at generally apply in their consideration of other nominees, such individual shall be included as a nominee of the Board as a director in the information circular for the Directors Election Meeting for which the Nomination Letter was provided; provided, however, that such approval of the Governance, Compensation and Nominating Committee and the Board shall not be unreasonably conditioned, withheld or delayed. In the event that the Governance, Compensation and Nominating Committee or the Board shall withhold approval of an individual so designated by the Shareholder Group as a nominee, which determination shall be communicated to such Shareholder Group no later than fifty (50) days prior to the Directors Election Meeting, such Shareholder Group shall have the right to designate an alternative individual for appointment as a replacement nominee in accordance with the provisions of this Section 4.4.2 by providing a further Nomination Letter, provided such further Nomination Letter shall be provided no later than the date which is forty (40) days before the Directors Election Meeting for which such Shareholder Group has provided such Nomination Letter (failing which, the provisions of Section 4.4.6 shall apply) and the Governance, Compensation and Nominating Committee will review that individual’s credentials and shall promptly interview such individual and subject to such Committee’s and the Board’s approval, on the basis outlined above, such individual shall be included as a nominee of the Board as a director in the information circular for the Directors Election Meeting for which the Nomination Letter was provided. The Corporation agreesIn the event that the Governance, Compensation and Nominating Committee or the Board shall withhold approval of an individual so designated by the Shareholder Group as a nominee, which determination shall be communicated to such Shareholder Group within ten (10) days of receipt of the Nomination Letter, such Shareholder Group shall have the further right to designate an alternative individual for appointment as a replacement nominee in accordance with the provisions of this Section 4.4.3 in the manner described above until an individual who is satisfactory to the fullest extent permitted by applicable lawGovernance, to Compensation and Nominating Committee and the Board has been selected, and the Governance, Compensation and Nominating Committee will include that individual as a nominee of the individual(s) designated pursuant to Section 2.2 Board as a director in the slate of Nominees that are proposed for election as Directors by the Corporation, to include such Nominees in a ’s management information circular of for the Corporation relating to the election of Directors at a Directors Election Meeting and to support the Nominee(s) for election in a manner no less rigorous and favourable in which the Nomination Letter was provided. The Directors Election Meeting will be postponed if a nominee to the Board for which a Nomination Letter was provided has not been selected prior to the deadline for printing the management information circular until such time as a nominee for which a Nomination Letter is provided has been selected. 4.4.8 In the event of the resignation, death or incapacity of a director that is serving on the Board, or in the event that a director that is serving on the Board at any time ceases to satisfy any Condition, the Shareholder Group that nominated such director shall be entitled to designate an individual satisfying each of the Conditions to replace such director to serve on the Board by delivery of a written notice to the Corporation supports its other Nomineeswithin forty-five (45) days after the director resigns, dies or becomes incapacitated, or ceases to recommend satisfy any Condition, as applicable. Such individual’s credentials may be reviewed, and he or she shall be promptly interviewed, by the Governance, Compensation and Nominating Committee and, subject to such Committee’s and the Board’s approval, such individual shall be promptly appointed to the Board to serve until the next Directors Election Meeting or until his or her successor is elected or appointed; provided, however, that such approval of the Governance, Compensation and Nominating Committee and the Board shall be elected based upon the same criteria the Governance, Compensation and Nominating Committee and the Board generally applies in its consideration of other nominees and shall not otherwise be unreasonably conditioned, withheld or delayed. In the event that the Governance, Compensation and Nominating Committee or the Board shall withhold approval of an individual so designated by the applicable Shareholder Group to replace its nominee who has resigned, died, become incapacitated or ceases to satisfy any Condition, such Shareholder Group shall have the right to designate an alternative individual for appointment as its nominee in accordance with the provisions of this Section 4.4.8 until a Director as provided herein nominee who is satisfactory to the Governance, Compensation and agrees to use its best efforts to cause Nominating Committee and the election of each Board has been selected and such Nominee(s) person will be promptly appointed to the Board, including nominating subject to such person satisfying each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents from Shareholders in favour of the election thereofConditions for appointment to the Board and review and approval by the Governance, Compensation and Nominating Committee and the Board (as described above). (6) The Investor shall, in respect of all Shares that it beneficially owns, directly or indirectly, not vote against or withhold its vote or consent in respect of, or cause to be voted against or cause to be withheld against, any Nominee nominated by any Other Investor under each Other Investor Agreement for election as Directors at each applicable Directors Election Meeting.

Board Nomination Procedure. (1) The Corporation Company shall notify the Investor Representative (on behalf of the Investor) Aphria of its intention to hold a Directors Election Meeting at least 75 days prior to the date of such meeting and shall provide (the Investor with such documentation requesting such information regarding such Nominee(s) as required for purposes of completing the Corporation’s management information circular“Meeting Notice Date”). (2) At least 45 days and no more than 75 days before each Directors Election Meeting, the Investor Representative (on behalf of the Investor), Aphria will deliver to the Corporation (c/o the NGC Committee) Company in writing the name of its Nominee(s) respective Nominees together with the information regarding such Nominee(s)Nominees (including the number of Shares beneficially owned or over which control or direction is exercised by such Nominee) that the Corporation Company is required by applicable law the Act and Securities Laws to include in a management information circular of the Corporation Company to be sent to Shareholders of the Company in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s)Nominees, that is consistent with the information the Corporation Company intends to publish about management Nominees as Directors of the Corporation Company in such management information circular as reasonably requested by the Corporation (the “Nomination Letter”). (3) If the Investor Representative (on behalf of its Investor) Aphria fails to deliver the Nomination Letter to the Corporation Company at least 45 days before the Directors Election Meeting, the Investor Aphria shall be deemed to have designated the same Nominee Nominees that serves serve as a Director Directors of the Corporation Company at such time, subject to such individual satisfying the Conditions for re-appointment to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each Nominee the Nominees of the Investor Aphria shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable law Securities Laws and the rules of any stock exchange on which the Subordinate Voting Shares are then listed CSE (the “Conditions”). No Nominee may be a Person who has been convicted of a felony or a crime involving moral turpitude or a Person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed CSE or any a securities regulatory authority having jurisdiction over the CorporationCompany. (5) The Nominee(s) Nominees of the Investor Aphria shall be nominated by or at the direction of the Board or an authorized officer of the CorporationCompany, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting. The Corporation agreesMeeting and solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the fullest extent permitted by applicable lawholders of Shares following standard procedures and, to include the individual(s) designated pursuant to Section 2.2 in the slate of Nominees that are proposed for election as Directors by the Corporationwhere applicable, to include such Nominees in a management information circular of the Corporation relating to the election of Directors at a Directors Election Meeting and to support the Nominee(s) for election in a manner no less rigorous and favourable in which the Corporation supports its other Nominees, to recommend such individual to be elected as a Director as provided herein and agrees to use its best efforts to cause the election of each such Nominee(s) to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents from Shareholders in favour of the election thereofconsistent with past practice. (6) The Investor shall, in respect of all Shares that it beneficially owns, directly or indirectly, not vote against or withhold its vote or consent in respect of, or cause to be voted against or cause to be withheld against, any Nominee nominated by any Other Investor under each Other Investor Agreement for election as Directors at each applicable Directors Election Meeting.

Board Nomination Procedure. (1a) The Corporation Company shall notify the Investor Representative (on behalf of the Investor) of its intention to hold a Directors Election Meeting at least 75 days prior to immediately upon determining the date of such meeting and shall provide the Investor with such documentation requesting such information regarding such Nominee(s) the Investor Nominee as required for purposes of completing the CorporationCompany’s management information circular. (2b) At least 45 days and no more than 75 60 days before each Directors Election Meeting, the Investor Representative (on behalf of the Investor), will deliver to the Corporation Company (c/o the NGC Compensation and Corporate Governance Committee) in writing the name of its Nominee(s) the Investor Nominee together with the information regarding such Nominee(s)) Investor Nominee that the Corporation Company is required by applicable law to include in a management information circular of the Corporation Company to be sent to Shareholders shareholders of the Company in respect of such Directors Election Meeting and such other information, including a biography of such Nominee(s)Investor Nominee, that is consistent with the information the Corporation Company intends to publish about management Nominees as Directors of the Corporation Company in such management information circular circular, as reasonably requested by the Corporation Company (the “Nomination Letter”). (3c) If the Investor Representative (on behalf of its Investor) fails to deliver the a Nomination Letter to the Corporation Company at least 45 days before the Directors Election Meeting, the Investor shall be deemed to have designated the same Investor Nominee that serves as a the Investor’s nominated Director of the Corporation at such time, subject to such individual satisfying the Conditions for re-appointment to the Board, or, if no Investor Nominee serves on the Board at such time, the Company shall be entitled to nominate a Director for election. Nothing in this Section 2.2(c) shall extinguish the rights of any Investor provided for in Section 2.1(d). (4d) Notwithstanding anything to the contrary in this Agreement, each Investor Nominee of the Investor shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under applicable law and the rules of any stock exchange on which the Subordinate Voting Shares are then listed (the “Conditions”). No Nominee may be a Person who has been convicted of a felony or a Person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or any securities regulatory authority having jurisdiction over the CorporationCompany. (5e) The Nominee(s) Investor Nominee of the Investor shall be nominated by or at the direction of the Board or an authorized officer of the CorporationCompany, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting. The Corporation Company agrees, to the fullest extent permitted by applicable law, to include the individual(s) Investor Nominee designated pursuant to Section 2.2 2.1 in the slate of Nominees that are proposed for election as Directors by the CorporationCompany, to include such Nominees Investor Nominee in a management information circular of the Corporation Company relating to the election of Directors at a Directors Election Meeting and Meeting, to support the Nominee(s) Investor Nominee for election in a manner no less rigorous and favourable in which the Corporation Company supports its other Nominees, Nominees and to recommend such individual the Investor Nominee to be elected as a Director as provided herein and agrees to use its best commercially reasonable efforts to solicit proxies and otherwise cause the election of each such Nominee(s) Investor Nominee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents from Shareholders in favour of the election thereof. (6) The Investor shall, in respect of all Shares that it beneficially owns, directly or indirectly, not vote against or withhold its vote or consent in respect of, or cause to be voted against or cause to be withheld against, any Nominee nominated by any Other Investor under each Other Investor Agreement for election as Directors at each applicable Directors Election Meeting.