Common use of Conditions to Obligations of the Company and the Shareholder Clause in Contracts

Conditions to Obligations of the Company and the Shareholder. The obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Shareholder’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of 4Front and Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of 4Front and Merger Sub contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of 4Front and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. 4817-8152-4729.10 37 (b) 4Front and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date. 4Front shall have filed or caused the proper filing of the Form 9 as required to report the issuance of the Consideration Shares. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) 4Front shall have delivered each of the closing deliverables set forth in Section 2.04(b).

Conditions to Obligations of the Company and the Shareholder. The obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Shareholder’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of 4Front and Merger Sub contained in Section 4.01 and Section 4.04, the representations and warranties of 4Front and Merger Sub contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of 4Front and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. 4817-8152-4729.10 37. (b) 4Front and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date. 4Front shall have filed or caused the proper filing of the Form 9 as required to report the issuance of the Consideration Shares. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) 4Front shall have delivered each of the closing deliverables set forth in Section 2.04(b).in

Conditions to Obligations of the Company and the Shareholder. The obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment satisfaction, or the Shareholderwaiver at the Company’s waiverand Shareholders’ discretion, at or prior to the Closingas applicable, of each all of the following further conditions: (a) Other than The Purchaser and Predecessor shall each have duly performed all of its respective covenants and obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects. (b) All of the representations and warranties of 4Front and Merger Sub the Purchaser Parties contained in Section 4.01 Article VI of this Agreement, disregarding all qualifications and Section 4.04exceptions contained herein relating to materiality or a Material Adverse Effect on the Purchaser Parties, taken together, regardless of whether it involved a known risk, shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of 4Front such earlier date), in the case of (i) and Merger Sub contained (ii), other than as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Purchaser Parties, taken together; it being understood and agreed that the Purchaser Fundamental Representations shall not be subject to any Material Adverse Effect qualifier, and for purposes of this Agreement, clause (b) the Ancillary Documents and any certificate or other writing delivered pursuant hereto Purchaser Fundamental Representations shall be true and correct in all respects except for de minimis inaccuracies. (in the case of c) There shall have been no event, change or occurrence which individually or together with any representation other event, change or warranty qualified by materiality or occurrence, could reasonably be expected to have a Material Adverse EffectEffect on the Purchaser Parties, taken together, regardless of whether it involved a known risk. (d) or in all material respects (in The Company and Shareholder shall have received a certificate signed by an authorized officer of Purchaser certifying as to the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as satisfaction of the date hereof conditions set forth in clauses (a) through (c) of this Section 10.3. (e) The Purchaser Parties and Merger Sub shall have executed and delivered to the Company each Additional Agreement to which any of them is a party. (f) The Purchaser shall remain listed on Nasdaq and the additional listing application for the Exchange Consideration shall have been approved by Nasdaq. As of the Closing Date, Purchaser shall not have received any written notice from Nasdaq that it has failed, or would reasonably be expected to fail, to meet the Nasdaq listing requirements as of the Closing Date with for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects)underlying failure appropriately remedied or satisfied. The representations and warranties of 4Front and Merger Sub contained in Section 4.01 and Section 4.04 shall be true and correct in all respects on and as of additional listing application for the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. 4817-8152-4729.10 37 (b) 4Front and Merger Sub Purchaser Party Exchange Consideration shall have duly performed and complied in all material respects with all agreements, covenants and conditions required been approved by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date. 4Front shall have filed or caused the proper filing of the Form 9 as required to report the issuance of the Consideration SharesNasdaq. (cg) No injunction or restraining order The Purchaser shall have adopted the Equity Incentive Plan on terms reasonably acceptable to the Purchaser and the Company, to be in effect at Closing, that permits securities to be awarded thereunder equal to an aggregate of not less than 5% of the issued Purchaser Shares computed immediately after Closing. (h) If applicable, the Purchaser shall have entered into a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of the Purchaser Shares, which is in full force and effect and is enforceable in accordance with its terms. (i) Merger Sub and Purchaser shall have been issued by any Governmental Authority, formed and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) 4Front shall have delivered each of the closing deliverables set forth in Section 2.04(b)executed a joinder agreement to this Agreement.

Conditions to Obligations of the Company and the Shareholder. The obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or the Shareholder’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of 4Front and Merger Sub Buyer contained in Section 4.01 6.1, Section 6.2 and Section 4.046.5, the representations and warranties of 4Front and Merger Sub Buyer contained in this Agreement, the Ancillary other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such date(s) have not had and would not reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Transactions on a timely basis (provided that qualifications as to materiality, Material Adverse Effect or other similar qualifications contained in such representations and warranties shall not be given effect). The representations and warranties of 4Front and Merger Sub Buyer contained in Section 4.01 6.1, Section 6.2 and Section 4.04 6.5 shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date. 4817-8152-4729.10 37, except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects (provided that qualifications as to materiality, Material Adverse Effect or other similar qualifications contained in such representations and warranties shall not be given effect). (b) 4Front and Merger Sub Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary other Transaction Documents to be performed or complied with by them it prior to or on the Closing Date. 4Front shall have filed or caused the proper filing of the Form 9 as required to report the issuance of the Consideration Shares. (c) No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby. (d) 4Front shall have delivered each of the closing deliverables set forth in Section 2.04(b).