Common use of Conditions to the Transaction Clause in Contracts

Conditions to the Transaction. The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof (the “Closing”) is subject to the fulfillment of each of the following conditions: (i) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; (vii) Vitel and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents to the Transactions; (viii)

Conditions to the Transaction. (a) The obligations Recapitalization Transaction shall be subject to the satisfaction of the parties hereto, as well as following conditions prior to or at the obligations of time the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof Recapitalization Transaction is implemented (the “ClosingEffective Time”) is subject to the fulfillment of each of which is for the following conditions: mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, MCO shareholders, in conformity with the CBCA as and CAV will to the extent required by the Court; (iii) the Plan shall have obtained been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and delivered Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to OBMP customary payoff letters the Companies or Canso, vacated or subject to pending appeal and lien release documentation reasonably satisfactory as to OBMP which order any appeal periods relating thereto shall have expired; (iv) the Plan and their counsel all transaction documents relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel Recapitalization Transaction and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV Plan shall have entered into employment agreements with Vitel be in form and substance satisfactory to OBMP; Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) Vitel all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and OBMP any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall each have received all necessary governmentalbeen obtained and, board in the case of directors waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and thirdno action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-party approvals Canadian under the ICA, and consents receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the Transactionsarticles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii)) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and the Supporting Second Lien Noteholders, on the other hand, and may be waived in whole or in part jointly by the Companies and the Majority Supporting Second Lien Noteholders (provided that such conditions shall not be enforceable by the Companies or a Supporting Second Lien Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and the Majority Supporting Second Lien Noteholders); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and the Majority Supporting Second Lien Noteholders) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or the Majority Supporting Second Lien Noteholders, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance acceptable to the Majority Supporting Second Lien Noteholders, acting reasonably; (v) all disclosure documents (including press releases) and definitive agreements in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and the Majority Supporting Second Lien Noteholders, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and the Majority Supporting Second Lien Noteholders, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the First Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b) The obligations of the parties hereto, as well as Companies to complete the obligations of Recapitalization Transaction and the parties to the Shareholders’ Agreement to consummate the other transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof (the “Closing”) is hereby are subject to the fulfillment of each satisfaction of the following conditions: conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) the Supporting Second Lien Noteholders shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date; (ii) the representations and warranties of the Supporting Second Lien Noteholders set forth in this Support Agreement shall be true and correct in all material respects as applicableof the Effective Date with the same force and effect as if made at and as of such date, MCO except (i) that representations and CAV will have obtained warranties that are given as of a specified date shall be true and delivered to OBMP customary payoff letters correct in all material respects as of such date and lien release documentation reasonably satisfactory to OBMP (ii) as such representations and their counsel warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the repayment Recapitalization Transaction and the Plan (including any new (or amended) articles of all debt of Vitelincorporation, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO by-laws and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each other constating documents of the directors and officers of Vitel including MCO and CAV; (ivCompanies) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel be in form and substance satisfactory to OBMPthe Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of the Supporting Second Lien Noteholders to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Supporting Second Lien Noteholders and may be waived, in whole or in part, by the Majority Supporting Second Lien Noteholders (provided that such conditions shall not be enforceable by the Supporting Second Lien Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Supporting Second Lien Noteholder seeking enforcement): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies and a registration rights agreement providing for the qualification for sale of common shares in Canada) shall be in form and substance satisfactory to the Majority Supporting Second Lien Noteholders, acting reasonably; (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Majority Supporting Second Lien Noteholders or the Advisors, acting reasonably; (v) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vi) there shall not exist or have occurred any Material Adverse Change; (vii) Vitel and OBMP the terms of the Management Incentive Plan shall each have received all necessary governmental, board of directors and third-party approvals and consents be acceptable to the Transactions; Majority Supporting Second Lien Noteholders, acting reasonably; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) the accrued and unpaid interest owing under the Second Lien Notes up to July 15, 2016 shall have been paid in cash (excluding, for greater certainty, with respect to the Second Lien Notes only, any default interest or interest accrued after July 15, 2016); (x) all of the Existing Equity, except for the Existing Shares and the Common Shares and the Companies’ shareholder rights plan, shall have been extinguished and cancelled for no consideration pursuant to the Plan or otherwise dealt with to the satisfaction of the Companies and the Majority Supporting Second Lien Noteholders; (xi) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (xii) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a) If, at the election of the Company, the Transaction is being implemented pursuant to a CBCA Plan, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to the Effective Time, each of which is for the benefit of the Company, on the one hand, and the Consenting Debentureholders, on the other hand, and may be waived in whole or in part by the Company and the Majority Consenting Debentureholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) this Agreement shall not have been terminated; (ii) the CBCA Plan shall have been approved by the Court and the requisite majority of affected stakeholders as and to the extent required by the Court; (iii) the Final Order shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed, varied in a manner not acceptable to the Company or the Majority Consenting Debentureholders, each acting reasonably, vacated or be subject to pending appeal; (iv) the CBCA Plan and the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof); (v) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (vi) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably; (vii) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (viii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (ix) the Effective Date shall occur by the Outside Date or such later date as the Company and the Majority Consenting Debentureholders may agree. (b) If, at the election of the Company, the Transaction is being implemented pursuant to a Debenture Amendment, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to the Effective Time, each of which is for the benefit of the Company, on the one hand, and the Consenting Debentureholders, on the other hand, and may be waived in whole or in part by the Company and the Majority Consenting Debentureholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) this Agreement shall not have been terminated; (ii) the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof); (iii) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (iv) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably; (v) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected restrain, prohibit or materially impede the Transaction; and (vi) the Effective Date shall occur by the Outside Date or such later date as the Company and the Majority Consenting Debentureholders may agree. (c) The obligations of the parties hereto, as well as Company to complete the obligations of Transaction and the parties other transactions contemplated hereby are subject to Section 10 hereof and to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to be held on the date hereof (the “Closing”) is subject to the fulfillment of each satisfaction of the following conditions: conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Company and may be waived in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) as applicable, MCO the Consenting Debentureholders shall have complied in all material respects with their covenants and CAV will have obtained and delivered obligations in this Agreement that are to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to be performed on or before the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debtEffective Date; and (ii) MCO the representations and CAV will have forgiven warranties of the Consenting Debentureholders set forth in this Agreement shall be true and correct in all stockholder loans material respects (except for those representations and related party debt to Vitel warranties which expressly include a materiality standard, which shall be true and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases correct in respect of any claims by MCO and CAV against Vitel or OBMP relating all respects giving effect to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100materiality standard) as of the consummation Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement. (d) The obligations of the Transactions; (v) Consenting Debentureholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of Vitel which is for the exclusive benefit of the Consenting Debentureholders and OBMP may be waived in whole or in part, solely by the Majority Consenting Debentureholders (provided that such conditions shall not be enforceable by the Consenting Debentureholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Debentureholder seeking enforcement or a breach by the Consenting Debentureholder of its own representation, warranty, agreement or covenant under this Agreement): (i) the Company shall have complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a total indebtedness materiality standard, which shall be true and correct in their balance sheet all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date hereof shall be true and correct in an all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; (iii) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation; (i) immediately following implementation of the Transaction, the aggregate principal amount of no greater than the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $450,000.00 100 million of the Company’s first lien bank facilities, and (four hundred b) up to US$202.2 million of secured and fifty thousand Dollars 00/100unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) as set forth in acceptable to the schedules of assets and liabilities of Vitel Company and the financial statements of OBMP, attached hereto as Schedule 3.1(kMajority Consenting Debentureholders; and (ii) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV the Company shall have entered into employment agreements with Vitel in form paid, within a reasonable period following presentation of invoices, the reasonable and substance satisfactory to OBMP; (vii) Vitel documented fees and OBMP shall each have received all necessary governmental, board expenses of directors and third-party approvals and consents counsel to the Transactions; Initial Consenting Debentureholder up to a maximum aggregate amount agreed to in advance by the Company, provided that such counsel shall have provided the Company with invoices for all such fees and expenses at least three (viii)3) Business Days prior to the Effective Date.

Conditions to the Transaction. (a) The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to Transaction shall be held on the date hereof (the “Closing”) is subject to the fulfillment of each reasonable satisfaction of the following conditions: conditions prior to or on the Effective Date, each of which is for the benefit of the Company, on the one hand, and the Consenting Noteholders, on the other hand, and may be waived in whole or in part by the Company and the Initial Consenting Noteholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) as applicable, MCO and CAV will this Agreement shall not have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; been terminated; (ii) MCO the CBCA Plan shall have been approved by the Court and CAV will have forgiven all stockholder loans the requisite majorities of affected stakeholders as and related party debt to Vitel and its shareholders and their Affiliates on such terms that are the extent required by the Court, in a form consistent with this Agreement or otherwise acceptable to the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; Initial Consenting Noteholders; (iii) MCO the Company shall have received any and CAV will have obtained all required consents and delivered approvals from required third parties, unless otherwise addressed pursuant to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; Final Order; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMPFinal Order, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; the Company and the Initial Consenting Noteholders, each acting reasonably, shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed or varied in a manner not acceptable to the Company or the Initial Consenting Noteholders, each acting reasonably; (v) the Final Order shall not be subject to appeal or an application for leave to appeal, and all applicable appeal periods in respect of the Final Order shall have expired, provided that if all other conditions hereunder in favour of the Initial Consenting Noteholders have been satisfied or waived by October 31, 2020 (other than the condition set out in this Section 8(a)(v) and those conditions that, by their nature, must be satisfied on the Effective Date), then the Outside Date shall be extended until November 16, 2020; (vi) the CBCA Plan and the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (vii) Vitel all press releases in respect of the Transaction shall be in form and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents substance acceptable to the Transactions; Company and the Initial Consenting Noteholders, each acting reasonably; (viii) all material filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party or regulatory consents or approvals that are required in connection with the Transaction shall have been obtained on terms satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably, or obtained pursuant to the Final Order, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (ix) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (x) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (xi) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement or other confirmation of filing giving effect to the articles of arrangement in respect of the CBCA Plan; (xii) any required amendments or waivers of the Credit Agreement shall have been obtained to reflect the terms of and allow for the implementation of the Transaction in accordance with the Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (xiii) the New Financing shall be completed concurrently with the completion of the Transaction, with New 1.5 Lien Notes issued pursuant to and in accordance with the Commitment Letter; and (xiv) the Effective Date shall occur by the Outside Date or such later date as the Company and the Initial Consenting Noteholders may agree. (b) The obligations of the Company to complete the Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Company and may be waived, in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results from an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) the Consenting Noteholders shall have complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; and (ii) the representations and warranties of the Consenting Noteholders set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement. (c) The obligations of the Consenting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Consenting Noteholders and may be waived, in whole or in part, solely by the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results from an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement): (i) the Company and the Company Subsidiaries shall have: (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement); and (B) complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Company and the Company Subsidiaries set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; (iii) the composition and size of the Board as of the Effective Date shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (iv) as of the Effective Date, the Company shall have available liquidity from cash balances and immediate borrowing availability under the Credit Agreement of not less than $20,000,000; (v) the terms of any engagement letters or other agreements between the Company and its advisors relating to the Transaction shall be acceptable to the Initial Consenting Noteholders by no later than July 20, 2020, acting reasonably; (vi) all securities of the Company to be issued in connection with the Transaction, when issued and delivered, shall be duly authorized, validly issued and, with respect to the New Common Shares, fully paid and non-assessable; (vii) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation; (viii) the reasonable and documented outstanding fees and expenses of the Ad Hoc Advisor shall have been paid in full in cash in accordance with its written agreement with the Company, provided that the Ad Hoc Advisor shall have provided the Company with invoices for all such fees and expenses at least three

Conditions to the Transaction. (a) The Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Transaction is implemented (the “Effective Time”), each of which is for the mutual benefit of the Company, on the one hand, and the Consenting Parties, on the other hand, and may be waived, in whole or in part, jointly by the Company and the Requisite Consenting Parties (provided that such conditions shall not be enforceable by the Company or the Consenting Parties, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Consenting Parties, an action, error or omission by or within the control of the Consenting Party seeking enforcement)): (i) the Transaction Approval Order shall have been granted by the Court and shall be in full force and effect; (ii) the Implementation Date shall have occurred no later than the Outside Date; (iii) in the event the Recapitalization is to be implemented pursuant to the Plan, the Plan shall have been approved by the Court; (iv) each of the Definitive Documents shall contain terms and conditions consistent in all respects with this Agreement and shall otherwise be acceptable to the Company and the Requisite Consenting Parties, each acting reasonably; (v) all required stakeholder, regulatory and Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Requisite Consenting Parties and the Company, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Requisite Consenting Party Advisors; (vi) all filings under applicable Laws shall have been made and any regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; and (vii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or inhibit), the Transaction or any part thereof or requires or purports to require a variation of the Transaction. (b) The obligations of the parties hereto, as well as Consenting Parties to complete the obligations Recapitalization is subject to the satisfaction of the parties following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Consenting Parties and may be waived, in whole or in part, by the Requisite Consenting Parties (provided that such conditions shall not be enforceable by the Consenting Parties if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Consenting Party seeking enforcement): (i) there shall not have occurred any Material Adverse Change; (ii) all of the following shall have been acceptable to the Shareholders’ Requisite Consenting Parties, acting reasonably and in a manner consistent with the terms of this Agreement, at the time of their filing or issuance: (i) all materials filed by the Company with the Court or any other court of competent jurisdiction in Canada or any other jurisdiction that relate to the Recapitalization; and (ii) the Definitive Documents; (iii) each other Requisite Consenting Party shall have performed all of its material obligations under and in accordance with this Agreement; (iv) the Company shall have performed all of its material obligations under and in accordance with this Agreement and Banro, on its own behalf and on behalf of the other Company Parties, shall have confirmed as of the Implementation Date in writing (which may be through counsel) to consummate the Requisite Consenting Parties that it believes it has performed its material obligations hereunder; (v) the representations and warranties of the Company set forth in this Agreement shall continue to be true and correct in all material respects (except to the extent such representations and warranties are by their terms given as of a specified date, in which case, such representations and warranties shall be true and correct in all respects as of such date), except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and the Related Agreements Company shall have confirmed as of the Implementation Date in writing (collectivelywhich may be through counsel) to the Requisite Consenting Parties that it believes the representations and warranties remain true; (vi) the leases and the executory contracts and other contractual obligations of the CCAA Applicants and other unsecured claims against the CCAA Applicants shall be dealt with in a manner acceptable to the Company and Requisite Consenting Parties; and (vii) on the Implementation Date, the “Transactions”) at a closing Requisite Consenting Parties shall have been reimbursed the reasonable fees and expenses, in accordance with the terms of this Agreement, incurred in connection with the Recapitalization, including, without limitation the reasonable fees and expenses of the Requisite Consenting Party Advisors (including an estimate of any fees and expenses expected to be held on incurred up to and following completion of the date hereof Transaction), provided the Requisite Consenting Parties shall have advised the Company of those expenses at least five Business Days prior to the Implementation Date. (c) The obligations of the “Closing”) Company to complete the Transaction is subject to the fulfillment satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company (provided that such conditions shall not be enforceable by the Company if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Company): (i) the Consenting Parties shall have complied in all material respects with each of their covenants in this Agreement and performed all of their material obligations under and in accordance with this Agreement and each of the following conditions: Requisite Consenting Parties shall have confirmed as of the Implementation Date in writing (iwhich may be through counsel and may include e-mail) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory Banro that it believes it has performed its material obligations hereunder that are to OBMP and their counsel relating to be performed on or before the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; Implementation Date; (ii) MCO the representations and CAV will have forgiven warranties of the Consenting Parties set forth in this Agreement shall be true and correct in all stockholder loans material respects as of the Implementation Date with the same force and related party debt to Vitel effect as if made at and its shareholders as of such time, except that representations and their Affiliates on such terms warranties that are given as of a specified date shall be true and correct as of such date and except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; (iii) the leases and executory contracts and other contractual obligations of the CCAA Applicants and other unsecured claims against the CCAA Applicants shall be dealt with in a manner consistent with the provisions hereofRestructuring Term Sheet; (iv) on the Implementation Date, Xxxxxxx shall have been reimbursed its reasonable fees and provided to OBMP and Vitel expenses, incurred in connection with the Transaction (as applicable) releases in respect including an estimate of any claims by MCO fees and CAV against Vitel or OBMP relating expenses expected to such loansbe incurred up to and following completion of the Transaction), provided Xxxxxxx shall have advised the Company of those expenses at least five Business Days prior to the Implementation Date; and (iiiv) MCO on the Implementation Date, all accrued, unpaid and CAV will have obtained reasonable fees and delivered to OBMP the resignations of each expenses of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP Company shall have a total indebtedness been paid in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; (vii) Vitel and OBMP shall each have received all necessary governmental, board of directors and third-party approvals and consents to the Transactions; (viii)full.

Conditions to the Transaction. (1) The Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Transaction is implemented, each of which is for the mutual benefit of the Companies, on the one hand, and the Supporting Senior Noteholders, on the other hand, and may be waived in whole or in part jointly by Axx and the Requisite Supporting Senior Noteholders (provided that such conditions shall not be enforceable by Ayr or a Supporting Senior Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (a) the Plan shall have been approved by (i) the Court; and (ii) the requisite majorities of affected stakeholders as and to the extent required by the Court; (b) the CSE shall have consented to or not objected to the Transaction; (c) all filings, consents, and approvals required under applicable Law to consummate the Transaction (including, without limitation, required state and municipal cannabis regulatory approvals) shall have been made or obtained, as applicable, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated, in each case on terms reasonably satisfactory to Ayr and the Requisite Supporting Senior Noteholders; (d) the Plan and all Definitive Documents shall be in form and substance consistent with this Support Agreement and the Transaction Terms and otherwise reasonably acceptable to Ayr and the Requisite Supporting Senior Noteholders; (e) the conditions precedent to implementation of the Plan shall have been satisfied or waived in accordance with the terms of the Plan; (f) the conditions precedent in each of the Definitive Documents shall have been satisfied or waived in accordance with the terms of the applicable Definitive Document; (g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, that restrains, impedes or prohibits, the Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Transaction Terms; (h) there shall be usual and customary releases in connection with the implementation of the Transaction under the CBCA to be effective as of the Effective Date (the “Releases”) pursuant to the Plan and the Final Order, and pursuant to contractual releases entered into among the Parties. The Releases shall be in the form and substance annexed hereto as Schedule F; and (i) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan. (2) The obligations of the parties hereto, as well as Companies to complete the obligations Transaction and the other transactions contemplated hereby are subject to the satisfaction of the parties following additional conditions prior to or at the Shareholders’ Effective Date, each of which is for the benefit of the Companies and may be waived, in whole or in part, by Axx (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (a) Ayr has not validly terminated this Support Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at or delivered a closing to be held on the date hereof (the “Closing”) termination notice that is subject to the fulfillment cure on account of each one or more of the following conditions: Supporting Senior Noteholders having failed to comply in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date; and (ib) as applicablethe Interim Order, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereofPlan, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP Final Order shall have a total indebtedness in their balance sheet as of been filed and approved by the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel Court in form and substance satisfactory reasonably acceptable to OBMP; the Companies. (vii3) Vitel The obligations of the Supporting Senior Noteholders to complete the Transaction and OBMP the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective Date, each of which is for the benefit of the Supporting Senior Noteholders and may be waived, in whole or in part, by the Requisite Supporting Senior Noteholders (provided that such conditions shall each not be enforceable by the Supporting Senior Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Supporting Senior Noteholder seeking enforcement): (a) the Requisite Supporting Senior Noteholders shall have received not have validly terminated this Support Agreement or delivered a termination notice in accordance with the terms hereof; (b) the New Shares and the New 1L Secured Notes shall have been issued, and the New Shares shall have been accepted for listing on the CSE and not be subject to a restricted period (other than contractual lock-ups including as contemplated in the Term Sheet) or to a statutory hold period under Canadian or U.S. securities laws, or to any resale restriction under the rules, policies or requirements of the CSE; (c) prior to delivery of the securities issued pursuant to the Plan, all necessary governmentalcorporate action has been taken by Ayr to authorize and issue all such securities, board and all such securities will be validly issued and delivered, will not be issued in violation of directors or subject to any pre-emptive rights or contractual rights to purchase securities issued by Ayr; (d) the Interim Order, the Plan, and third-party approvals the Final Order shall have been filed and consents approved by the Court in form and substance reasonably acceptable to the TransactionsRequisite Supporting Senior Noteholders; and (viiie) the reasonable and documented invoiced fees and expenses of the Advisors in accordance with and subject to the engagement letters and fee letters entered into by Axx and the Advisors shall have been paid, provided that the Advisors shall have provided Ayr with invoices for all such fees and expenses at least one (1) calendar day prior to the Effective Date (it being understood that failure to provide such invoice prior to the Effective Date shall not preclude the applicable Advisor’s right to payment following the Effective Date).

Conditions to the Transaction. (a) The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to Transaction shall be held on the date hereof (the “Closing”) is subject to the fulfillment of each reasonable satisfaction of the following conditions: conditions prior to or on the Effective Date, each of which is for the benefit of the Company, on the one hand, and the Consenting Noteholders, on the other hand, and may be waived in whole or in part by the Company and the Initial Consenting Noteholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) as applicable, MCO and CAV will this Agreement shall not have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; been terminated; (ii) MCO the CBCA Plan shall have been approved by the Court and CAV will the requisite majority of affected stakeholders as and to the extent required by the Court and shall have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with been implemented by the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; Outside Date; (iii) MCO the Company shall have received any and CAV will have obtained all required consents and delivered approvals from required third parties, unless otherwise addressed pursuant to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; Final Order; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMPFinal Order, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; the Company and the Initial Consenting Noteholders, each acting reasonably, shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed, varied in a manner not acceptable to the Company or the Initial Consenting Noteholders, each acting reasonably, vacated or be subject to pending appeal; (v) the CBCA Plan and the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (vi) all press releases in respect of the Transaction shall be in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (vii) Vitel all filings that are required under applicable Laws in connection with the Transaction shall have been made and OBMP any material third party and regulatory consents or approvals that are required in connection with the Transaction shall each have received all necessary governmental, board of directors and third-party approvals and consents been obtained on terms satisfactory to the Transactions; Company and the Initial Consenting Noteholders, each acting reasonably and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (ix) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (x) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (xi) the Company shall not have made any amendments or modifications to, grant any awards under or made any Board determinations that the implementation of the Transaction is deemed to result in a change of control under, its existing equity incentive plans, and shall not have implemented any new or additional equity incentive plans or similar arrangements, in each case on or prior to the implementation of the Transaction, without the consent of the Initial Consenting Noteholders; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (xiii) the Effective Date shall occur by the Outside Date or such later date as the Company and the Initial Consenting Noteholders may agree. (b) The obligations of the Company to complete the Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Company and may be waived, in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) the Consenting Noteholders shall have complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; and (ii) the representations and warranties of the Consenting Noteholders set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement. (c) The obligations of the Consenting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Consenting Noteholders and may be waived, in whole or in part, solely by the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement): (i) the Company shall have (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement), and (B) complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; (iii) the composition and size of the Board as of the Effective Date shall be satisfactory to the Initial Consenting Noteholders and the Company, each acting reasonably, and the Company shall have entered into a registration rights agreement reasonably satisfactory to the Initial Consenting Noteholders and the Company, each acting reasonably; (iv) all securities of the Company to be issued in connection with the Transaction, when issued and delivered, shall be duly authorized, validly issued and, with respect to the New Common Shares, fully paid and non-assessable; (v) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation; (vi) immediately following implementation of the Transaction, the aggregate principal amount of the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Initial Consenting Noteholders; (vii) the Company shall not have made any cash payment of principal or interest to any holder of, or on account of, the Convertible Debentures while this Agreement is in effect (except as permitted under the Term Sheet); (viii) all of the Convertible Debentures shall have been exchanged in accordance with the Term Sheet (or repaid and extinguished as permitted under the Term Sheet) and all claims with respect to the Convertible Debentures shall be irrevocably and finally extinguished, discharged and released; (ix) the Revolving Credit Facility shall have been extended for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (x) the Existing Second Lien Note Purchase Agreement shall have been amended to reflect the terms of and allow for the implementation of the Transaction in accordance with the Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (xi) each of the applicable parties shall have executed and delivered an intercreditor agreement (which may be by way of an amendment to or an amendment and restatement of the Existing Intercreditor Agreement) to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Existing Second Lien Notes and New Second Lien Notes in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (xii) the reasonable and documented outstanding fees and expenses of the Initial Consenting Noteholder Advisors shall have been paid in full in cash in accordance with each of their respective written agreements with the Company, provided that the Initial Consenting Noteholder Advisors shall have provided the Company with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; and (xiii) the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Company certifying compliance with the terms of this Section 8 as of the Effective Date.

Conditions to the Transaction. (a) The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (collectively, the “Transactions”) at a closing to Transaction shall be held on the date hereof (the “Closing”) is subject to the fulfillment of each satisfaction of the following conditions: conditions prior to or on the Effective Date, each of which is for the benefit of the Company,‌ on the one hand, and the Consenting Noteholders, on the other hand, and may be waived in whole or in part by the Company and the Super Majority Consenting Noteholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) as applicable, MCO and CAV will this Agreement shall not have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; been terminated; (ii) MCO the CBCA Plan shall have been approved by the Court and CAV will have forgiven all stockholder loans the requisite majority of affected stakeholders as and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel extent required by the Court (as applicable) releases whether in respect of any claims by MCO and CAV against Vitel or OBMP relating to such loans; after the Interim Order); (iii) MCO the Company shall have received all material required consents and CAV will have obtained and delivered approvals from third parties, unless otherwise addressed pursuant to OBMP the resignations of each of the directors and officers of Vitel including MCO and CAV; Final Order; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the consummation of the Transactions; (v) each of Vitel and OBMP shall have a total indebtedness in their balance sheet as of the date hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMPFinal Order, attached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and CAV shall have entered into employment agreements with Vitel in form and substance satisfactory to OBMP; the Company and the Super Majority Consenting Noteholders, each acting reasonably, shall have been granted by the Court, and the implementation, operation or effect of the Final Order shall not have been stayed, varied in a manner not acceptable to the Company or the Super Majority Consenting Noteholders, each acting reasonably, vacated or be subject to pending appeal; (v) the CBCA Plan shall be in form and substance acceptable to the Company and the Super Majority Consenting Noteholders and all other Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably; (vi) all material filings that are required under applicable Laws in connection with the Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Transaction shall have been obtained on terms satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (vii) Vitel all orders made and OBMP judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have received been made to any Governmental Entity, and no action shall have been commenced by any Governmental Entity, in consequence of or in connection with the Transaction or the CBCA Plan that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction or the CBCA Plan, or requires or purports to require a variation of the Transaction Terms that is not acceptable to the Company or the Super Majority Consenting Noteholders, each acting reasonably; (ix) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (x) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (xi) the Effective Date shall occur by the Outside Date or such later date as the Company and the Super Majority Consenting Noteholders may agree. (b) The obligations of the Company to complete the Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Company and may be waived, in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results from an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) the Consenting Noteholders shall have complied in all necessary governmentalmaterial respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Consenting Noteholders set forth in Sections 2(a), 2(f) and 2(h) shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date; and (iii) the representations and warranties of the Consenting Noteholders set forth in this Agreement (other than the representations and warranties in set forth Sections 2(a), 2(f) and 2(h)) shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard), except where the failure for such representations and warranties to be true and correct in all material respects (or in all respects, as applicable) does not effect the completion of the Transaction as contemplated in the CBCA Plan. (c) The obligations of the Consenting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Consenting Noteholders and may be waived, in whole or in part, solely by the Super Majority Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results from an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement):‌ (i) the Company shall have: (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement); and (B) complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects (or all respects, as applicable) as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement; (iii) the Company shall have entered into the Shareholder Agreement; (iv) the size and composition of the board of directors and third-party approvals and consents of the Company at the Effective Date shall be satisfactory to the Transactions; Super Majority Consenting Noteholders; (v) all securities of the Company to be issued in connection with the Transaction, when issued and delivered, shall be duly created and authorized, validly issued and, with respect to the New Common Shares, fully paid and non-assessable; (vi) immediately following implementation of the Transaction, the aggregate principal amount of the Company's secured and unsecured debt obligations for borrowed money shall consist of only: (A) up to Canadian $150,000,000 of New First Lien Debt, (B) the U.S. Dollar equivalent of up to Canadian $250,000,000 of New Second Lien Notes and (C) the U.S. Dollar equivalent of up to Canadian $125,000,000 of New Convertible Subordinate Notes, or such other amounts as may be approved by the Super Majority Consenting Noteholders in writing; (vii) those conditions for the benefit of the Consenting Noteholders set forth in the Term Sheet and any other Definitive Document; (viii)) the TSX shall have confirmed in writing to the Company that the Company’s common shares will be delisted from the TSX upon completion of the Transaction, subject to customary conditions and filings; (ix) the reasonable and documented outstanding fees and expenses of the Initial Consenting Noteholder Advisors shall have been paid in full in cash, provided that the Initial Consenting Noteholder Advisors shall have provided the Company with invoices for all such fees and expenses at least two (2) Business Days prior to the Effective Date; and (x) the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Company certifying compliance with the terms of this Section 8 as of the Effective Date.