Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subco. (b) Each of CIVC and CIVC Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVC. (c) The board of directors of CIVC has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC or the notice of articles or articles of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subco; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVC; or (vi) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subco. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Cannus may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Cannus Resolutions being passed by the holders of the CIVC Cannus Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (iviii) the filing of a Form 9 (Articles of AmendmentAmalgamation) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Cannus from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoCannus. (b) Each of CIVC and CIVC Subco Cannus has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Cannus Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCCannus Shareholders. (c) At the Effective Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by Cannus under applicable Laws necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will have been made or obtained, as applicable. (d) The board of directors of CIVC Cannus has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement;; and (ii) directed that the CIVC Cannus Resolutions be submitted to the CIVC Shareholders Cannus Shareholders, and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreementit be passed. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Cannus and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Cannus, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles by-laws, as amended, of CIVC or the notice of articles or articles of CIVC SubcoCannus; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Cannus is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoCannus; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Cannus or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCCannus; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, Cannus other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoCannus. (g) Neither CIVC or CIVC Subco or Cannus nor any Affiliate or Associate of CIVC or CIVC SubcoCannus nor, nor to the knowledge of CIVCCannus, any director or officer of CIVC or CIVC Subco, Cannus beneficially owns or has the right to acquire a beneficial interest in any Cannus CIVC Shares. (h) Except as provided to CIVC as part of the due diligence efforts, Cannus is not a party to any agreement, nor is Cannus aware of any agreement, which in any manner affects the voting control of any of the securities of Cannus. (i) Cannus is not a party to, bound by or, to the knowledge of Cannus, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of Cannus to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of Cannus.

Consents, Authorizations and Binding Effect. (a) CIVC Red Pine and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesSubco Amalgamation Resolution by Red Pine as sole shareholder of Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe TSXV for the listing of the Subordinate Voting Shares and, to the extent required, the other transactions contemplated hereby; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing approval of the Reorganization from Red Pine Shareholders and the filings required to complete the Reorganization (including the Form 9 11 (Articles of AmendmentAlteration Notice) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA); (v) the filing of Articles and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the BCBCA; (vi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Red Pine Directors and the New CIVC Red Pine Management; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Red Pine from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC Red Pine or CIVC Subco. (b) Each of CIVC Red Pine and CIVC Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Business Combination and the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares matters set out in the Red Pine Circular by Red Pine Shareholders at the Red Pine Meeting and the CIVC Subco Amalgamation Resolution being passed by CIVCRed Pine by written consent resolution. (c) The board of directors of CIVC has: Red Pine have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters to be approved at the Red Pine Meeting be submitted to the CIVC Red Pine Shareholders at the Red Pine Meeting, and unanimously recommended approval thereof; and thereof and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVCRed Pine. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Red Pine and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC Red Pine and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) except as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC Red Pine or the notice of articles or articles of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any material obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC either Red Pine or CIVC Subco is a party to or bound by or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcosubject; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Red Pine or CIVC Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCbusinesses; or (viiv) result in the creation of any lien Lien upon any of the assets of CIVC Red Pine or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subco. (g) Neither CIVC Red Pine or CIVC Subco or nor any Affiliate or Associate of CIVC or CIVC Subcothereof, nor to the knowledge of CIVCRed Pine, any director Representative of Red Pine or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Schyan and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders implementation of the CIVC SharesSchyan Share Consolidation; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder implementation of CIVC Subcothe Schyan Structure Amendment; (iii) the approval of the Merger by Schyan as sole shareholder of Subco; (iv) the approval of the CSE for the listing of the Subordinate Voting Shares on the CSE, and for the Business Combination and other transactions contemplated hereby, as applicable; (v) the filing of Articles of Merger and Plan of Merger with the Florida Department of State under the FBCA; (vi) the filing of the documents prescribed under the OBCA to effect the appointment of the Resulting Issuer Directors and the Resulting Issuer Officers, the Name Change and the Share Structure Amendment; (vii) the filing of the documents prescribed under the OBCA and BCBCA, as applicable, to effect the Continuance; (viii) such other consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are (or will be at the Effective Time) unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viix) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Merger or the Business Combination or otherwise prevent CIVC each of Schyan and Subco from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC either Schyan or CIVC Subco. (b) Each of CIVC Schyan and CIVC Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the AmalgamationMerger and the Business Combination, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares and the CIVC Subco Amalgamation Merger Resolution being passed by CIVCSchyan by written resolution, as sole shareholder of Subco. (c) The board of directors of CIVC hasSchyan has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions matters set out in the Schyan Meeting Materials be submitted to the CIVC Schyan Shareholders at the Schyan Meeting, and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Merger Resolution by CIVCSchyan. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation Merger and the execution, delivery and performance of this Agreement, and has adopted the plan of Merger, recommended the plan of Merger to Schyan as the sole shareholder of Subco, and has approved the Subco Merger Resolution. (e) This Agreement has been duly executed and delivered by CIVC each of Schyan and CIVC Subco and (assuming due authorization, execution and delivery by the Company) constitutes a legal, valid, and binding obligation of CIVC each of Schyan and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC incorporation or bylaws of Schyan or the notice of articles or articles of CIVC incorporation or bylaws of Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Schyan is a party or as to which any of its property is subject which subject, except where the occurrence of any item described in this clause (ii) would in any such case not have a Material Adverse Effect on CIVC or CIVC SubcoSchyan; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Schyan or CIVC its business or Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCSchyan; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC SubcoSchyan, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoSchyan. (g) Neither CIVC or CIVC Subco or Schyan nor any Affiliate or Associate of CIVC or CIVC SubcoSchyan, nor to the knowledge Knowledge of CIVCSchyan, any director or officer of CIVC or CIVC SubcoSchyan, beneficially owns or has the right to acquire a beneficial interest in any Cannus Sharesshares of Company Common Stock.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Tartisan may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesCSE for the issuance of Tartisan Shares contemplated hereby, if applicable; (ii) any approvals required by the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC SubcoInterim Order and the Final Order; (iii) the Key Third Party Consents listed under the heading “Tartisan Third Party Consents” in Schedule “D” hereto; (iv) the notices listed under the heading “Tartisan Third Party Notices” in Schedule “D” hereto; (v) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; andor (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Arrangement or otherwise prevent CIVC Tartisan from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Tartisan Group. (b) Each of CIVC and CIVC Subco Tartisan has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCArrangement. (c) The board of directors of CIVC has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Tartisan and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Tartisan enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fd) The execution, delivery, and performance of this Agreement do not and the completion of the Arrangement will not: (i) constitute a violation or breach of the notice of articles or articles by-laws of CIVC or the notice of articles or articles of CIVC SubcoTartisan; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Tartisan Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcothe Tartisan Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Tartisan Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCTartisan Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Tartisan Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Tartisan Group. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. ‌ (a) CIVC and CIVC Subco GLC may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the filing approval of Form 9 (Articles the GLC Amalgamation Resolution by the holders of Amendment) under not less than 66 2/3% of the CBCA, a Form 2 (Initial Registered Office Address and First Board GLC Shares represented in person or by proxy at the GLC Meeting or of Directors) and a statutory declaration from a director or officer the holders of each amalgamating corporation with Corporations Canada100% of the GLC Shares via unanimous shareholder resolution; (viii) the filing of the documents prescribed Amalgamation Application with the Registrar under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC ManagementBCBCA; andor (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC GLC from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoGLC. (b) Each of CIVC and CIVC Subco GLC has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the GLC Amalgamation Resolution by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVC.GLC Shareholders (c) The board of directors of CIVC has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco GLC and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco GLC, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fd) The execution, delivery, and performance of this Agreement do not and will not: (i) conflict with or constitute a breach or violation of the Certificate or any of the terms and provisions of the notice of articles (or articles like charter documents) or articles, each as amended, of CIVC or the notice of articles or articles of CIVC SubcoGLC; (ii) conflict with, result in the breach of or constitute a default under or accelerate or permit the acceleration of the performance required or give to others a right of termination, cancellation, creation or acceleration of any obligation under, including the acceleration of any indebtedness of GLC or the GLC Subsidiaries or cause any indebtedness of GLC or the GLC Subsidiaries to come due before its stated maturity, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco GLC is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoGLC; (iii) require any consent, permit, approval, authorization or order result in the imposition of any Governmental Authorityrestriction, except for hindrance, impairment or limitation on the approvals contemplated ability of GLC or the GLC Subsidiaries to conduct its business as and where it is now being conducted or result in Section 6.8 and that which may be required under applicable securities legislation and any approval the imposition of restrictions on the ability of GLC or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business CombinationGLC Subsidiaries to pay dividends or make distributions to its shareholders; (iv) constitute a violation of any Law applicable or relating to CIVC GLC or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCGLC; or (viv) result in the creation of any lien upon any of the assets of CIVC GLC or CIVC Subco, the GLC Subsidiaries other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoGLC. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Acpana may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the approval of the Amalgamation Resolution by the holders of not less than 66 2/3% of the Acpana Shares represented in person or by proxy at the Acpana Meeting; (iii) the filing of Form 9 (Articles of Amendment) Amalgamation with the Director under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;OBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Acpana from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoAcpana. (b) Each of CIVC and CIVC Subco Acpana has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the Amalgamation Resolution by the holders of Acpana Shareholders at the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCAcpana Meeting. (c) The board of directors of CIVC has: Acpana has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this AgreementAgreement and (ii) directed that the Amalgamation Resolution be submitted to the Acpana Shareholders at the Acpana Meeting, and unanimously recommended approval thereof. (ed) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Acpana and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Acpana, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice Certificate or Articles of articles Incorporation (or articles like charter documents) or By-laws, each as amended, of CIVC or the notice of articles or articles of CIVC SubcoAcpana; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Acpana is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoAcpana; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Acpana or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCAcpana; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, Acpana other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoAcpana. (gf) Neither CIVC or CIVC Subco or Acpana nor any Affiliate or Associate of CIVC or CIVC SubcoAcpana, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Acpana beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Digital and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders implementation of the CIVC SharesDigital Share Structure Amendment; (ii) the CIVC Subco Amalgamation Resolution being passed approval of the Merger by CIVC Digital as sole shareholder of CIVC Subco; (iii) consentsthe approval of the CSE for the listing of the Subordinate Voting Shares on the CSE, approvalsand for the Business Combination and other transactions contemplated hereby, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional and in full force and effect and notices which have been given on a timely basisas applicable; (iv) the filing of Form 9 (Articles Agreement of Amendment) Xxxxxx and officers' certificates with the California Secretary of State under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaCCC; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Resulting Issuer Directors and the New CIVC ManagementResulting Issuer Officers, the Name Change and the Share Structure Amendment; (vi) such other consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are (or will be at the Effective Time) unconditional and in full force and effect and notices which have been given on a timely basis; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Merger or the Business Combination or otherwise prevent CIVC each of Digital and Subco from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC either Digital or CIVC Subco. (b) Each of CIVC Digital and CIVC Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the AmalgamationMerger and the Business Combination, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares and the CIVC Subco Amalgamation Merger Resolution being passed by CIVCDigital by written resolution, as sole shareholder of Subco. (c) The board of directors of CIVC hasDigital has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions matters set out in the Digital Meeting Materials be submitted to the CIVC Digital Shareholders at the Digital Meeting, and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Merger Resolution by CIVCDigital. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation Merger and the execution, delivery and performance of this Agreement, and has adopted the Agreement of Merger, recommended the Agreement of Merger to Digital as the sole shareholder of Subco, and has approved the Subco Merger Resolution. (e) This Agreement has been duly executed and delivered by CIVC each of Digital and CIVC Subco and (assuming due authorization, execution and delivery by the Company) constitutes a legal, valid, and binding obligation of CIVC each of Digital and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC incorporation or bylaws of Digital or the notice of articles or articles of CIVC incorporation or bylaws of Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Digital is a party or as to which any of its property is subject which subject, except where the occurrence of any item described in this clause (ii) would in any such case not have a Material Adverse Effect on CIVC or CIVC SubcoDigital; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Digital or CIVC its business or Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCDigital; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoDigital. (g) Neither CIVC or CIVC Subco or Digital nor any Affiliate or Associate of CIVC or CIVC SubcoDigital, nor to the knowledge Knowledge of CIVCDigital, any director or officer of CIVC or CIVC SubcoDigital, beneficially owns or has the right to acquire a beneficial interest in any Cannus Sharesshares of Company Common Stock.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco WFC may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the approval of the WFC Amalgamation Resolution by the holders of the WFC Shares; (iii) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 13 (Initial Registered Office Address and First Board Amalgamation Application) with the British Columbia Registrar of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;Companies ender the BCBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC WFC from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoWFC. (b) Each of CIVC and CIVC Subco WFC has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the WFC Amalgamation Resolution by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCWFC Shareholders. (c) The board of directors of CIVC has: WFC has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; Agreement and (ii) directed that the CIVC Resolutions WFC Amalgamation Resolution be submitted to the CIVC Shareholders WFC Shareholders, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco WFC and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco WFC, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles articles, as amended, of CIVC or the notice of articles or articles of CIVC SubcoWFC; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco WFC is a party or as to which any of its property is subject which would in any such case would have a Material Adverse Effect on CIVC or CIVC SubcoWFC; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC WFC or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCWFC; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, WFC other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoWFC. (gf) Neither CIVC or CIVC Subco or Other than as disclosed in the WFC Disclosure Letter and other than pursuant to this Agreement, neither WFC nor any Affiliate or Associate of CIVC or CIVC SubcoWFC nor, nor to the knowledge of CIVCWFC, any director or officer of CIVC or CIVC Subco, WFC beneficially owns or has the right to acquire a beneficial interest in any Cannus Graphite Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Mont and CIVC Mont Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of: (A) the Mont Subco Amalgamation Resolution by Mont, (B) the Fundamental Change Resolution by the holders Mont Shareholders, represented in person or by proxy at the Mont Meeting, and (C) the Name Change Resolution and the Consolidation Resolution by the Board of the CIVC SharesDirectors of Mont; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) Amalgamation with the Director under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;OBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Mont or Mont Subco from performing its their respective obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subco.Mont. (b) Each of CIVC Mont and CIVC Mont Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares and the CIVC Mont Subco Amalgamation Resolution being passed by CIVC.Mont, the Fundamental Change Resolution by Mont Shareholders at the Mont Meeting and the Name Change Resolution and the Consolidation Resolution by the Board of Directors of Mont. (c) The board Board of directors Directors of CIVC has: Mont have unanimously: (i) approved the Business Combination Amalgamation and the execution, delivery and performance of this Agreement; ; and (ii) directed that the CIVC Resolutions Fundamental Change Resolution be submitted to the CIVC Mont Shareholders at the Mont Meeting, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board Board of directors Directors of CIVC Mont Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Mont and CIVC Mont Subco and constitutes a legal, valid, and binding obligation of CIVC Mont and CIVC Mont Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice Certificate or Articles of articles Incorporation (or articles like charter documents) or Articles or By-laws, each as amended, of CIVC Mont or the notice of articles or articles of CIVC Mont Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC Mont or CIVC Subco is the Mont Subsidiaries are a party or as to which any of its respective property is subject which would in any such case have a Material Adverse Effect on CIVC Mont or CIVC Subcothe Mont Subsidiaries; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Mont or CIVC Subco the Mont Subsidiaries or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets Mont or the business of CIVCMont Subsidiaries, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCas applicable; or (viiv) result in the creation of any lien upon any of the assets of CIVC Mont or CIVC Subcothe Mont Subsidiaries, other than such liens as would not have a Material Adverse Effect on CIVC Mont or CIVC Subcothe Mont Subsidiaries as applicable. (g) Neither CIVC or CIVC Subco or Mont nor any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Mont beneficially owns or has the right to acquire a beneficial interest in any Cannus Kuya Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Tenke may execute, deliver and perform this Agreement and each other Transaction Document to which it is a party without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders those disclosed in Section 2.2(a) of the CIVC SharesTenke Disclosure Letter; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (iii) the approval of the Tenke Arrangement Resolution by the holders of not less than 66 2/3% of the Tenke Shares represented in person or by proxy at the Tenke Meeting; (iv) the filing issue of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaFinal Order by the Court; (v) the filing of Articles of Arrangement with the documents prescribed Director under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC ManagementCBCA; andor (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Arrangement or otherwise prevent CIVC Tenke or Newco from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC Tenke or CIVC SubcoTenke Holdings. (b) Each of CIVC Newco and CIVC Subco Tenke has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and to complete the AmalgamationArrangement subject, subject in the case of Tenke, to the CIVC Resolutions being passed by the holders approval of the CIVC Shares and Tenke Shareholders at the CIVC Subco Amalgamation Resolution being passed by CIVCTenke Meeting in accordance with the Interim Order. (c) The board Board of directors Directors of CIVC has: Tenke has unanimously (other than those Directors who abstained from voting): (i) approved the Business Combination Arrangement and the execution, delivery and performance of this Agreement; Agreement and each other Transaction Document to which they are party; (ii) determined that the exchange ratio of the Class A Shares into Xxxxxx Shares and the nominal cash payable in respect of such exchange pursuant to the Arrangement is fair to holders of Tenke Shares and Tenke Options and the Arrangement is in the best interests of Tenke; and (iii) directed that the CIVC Resolutions Tenke Arrangement Resolution be submitted to the CIVC Tenke Shareholders at the Tenke Meeting, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Tenke and CIVC Subco Newco and constitutes a legal, valid, and binding obligation of CIVC each of Tenke and CIVC Subco Newco, enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and each Transaction Document to which it is a party by each of Tenke and Newco will not: (i) constitute a violation of the notice Certificate or Articles of articles Incorporation (or articles like charter documents) or By-laws, each as amended, of CIVC Tenke or the notice of articles or articles of CIVC SubcoNewco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Tenke Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoTenke; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Tenke Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCTenke; or (viiv) result in the creation of any lien Lien upon any of the assets of CIVC or CIVC Subco, any Tenke Group Member other than such liens Liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoTenke. (gf) Neither CIVC or CIVC Subco No Tenke Group Member or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Tenke Group Member beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Bayswater and CIVC Bayswater Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of Bayswater Subco Amalgamation Resolution by the holders Xxxxxxxxx as sole shareholder of the CIVC SharesBayswater Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE for the Business Combination and other transactions contemplated hereby; (iii) the approval of the TSX-V to delist the Common Shares therefrom; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivv) the filing of Form 9 (Articles of AmendmentAmendment and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (vvi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Bayswater Directors and the New CIVC Bayswater Management; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Bayswater from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group. (b) Each of CIVC Bayswater and CIVC Bayswater Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares matters set out in the Bayswater Circular by Bayswater Shareholders at the Bayswater Meeting and the CIVC Bayswater Subco Amalgamation Resolution being passed by CIVCBayswater by written consent resolution. (c) The board of directors of CIVC has: Bayswater have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters set out in the Bayswater Circular be submitted to the CIVC Bayswater Shareholders at the Bayswater Meeting, and unanimously recommended approval thereof; and thereof and (iii) approved the execution and delivery of the CIVC Bayswater Subco Amalgamation Resolution by CIVCBayswater. (d) The board of directors of CIVC Bayswater Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Xxxxxxxxx and CIVC Bayswater Subco and constitutes a legal, valid, and binding obligation of CIVC Bayswater and CIVC Bayswater Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC Bayswater or the notice of articles or articles of CIVC Bayswater Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Bayswater Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Bayswater Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCBayswater Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Bayswater Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group. (g) Neither CIVC or CIVC Subco No Bayswater Group Member or any Affiliate or Associate of CIVC or CIVC Subcoany Bayswater Group Member, nor to the knowledge of CIVCBayswater, any director or officer of CIVC or CIVC Subcoany Bayswater Group Member, beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC AIM and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesSubco Amalgamation Resolution by AIM as sole shareholder of Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE for the listing of the Subordinate Voting Shares and, to the extent required, the other transactions contemplated hereby; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing approval of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address Continuance from AIM Shareholders and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canadathe filings required to complete the Continuance; (v) the filing of Articles of Amendment and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the BCBCA; (vi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC AIM Directors and the New CIVC AIM Management; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC AIM from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC AIM or CIVC Subco. (b) Each of CIVC AIM and CIVC Subco has full the necessary corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares matters set out in the AIM Circular by AIM Shareholders at the AIM Meeting and the CIVC Subco Amalgamation Resolution being passed by CIVCAIM by written consent resolution. (c) The board of directors of CIVC has: AIM have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters set out in the AIM Circular be submitted to the CIVC AIM Shareholders at the AIM Meeting, and unanimously recommended approval thereof; and thereof and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVCAIM. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC AIM and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC AIM and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) except as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought.. CAN: 28037112.10 (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC AIM or the notice of articles or articles of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any material obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC either AIM or CIVC Subco is a party to or bound by or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcosubject; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC AIM or CIVC Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCbusinesses; or (viiv) result in the creation of any lien Lien upon any of the assets of CIVC AIM or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subco. (g) Neither CIVC AIM or CIVC Subco or nor any Affiliate or Associate of CIVC or CIVC Subcothereof, nor to the knowledge of CIVCAIM, any director Representative of AIM or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Kuya may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the approval of the Kuya Amalgamation Resolution by the Kuya Shareholders; (iii) the filing of Form 9 (Articles of Amendment) Amalgamation with the Director under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;OBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Kuya from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoKuya. (b) Each of CIVC and CIVC Subco Kuya has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the Kuya Amalgamation Resolution by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCKuya Shareholders. (c) The board Board of directors Directors of CIVC has: Kuya has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this AgreementAgreement and (ii) directed that the Kuya Amalgamation Resolution be submitted to the Kuya Shareholders, and unanimously recommended approval thereof. (ed) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Kuya and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Kuya, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice Certificate or Articles of articles Incorporation (or articles like charter documents) or By-laws, each as amended, of CIVC or the notice of articles or articles of CIVC SubcoKuya; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Kuya is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoKuya; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Kuya or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCKuya; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, Kuya other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoKuya. (gf) Neither CIVC or CIVC Subco or Kuya nor any Affiliate or Associate of CIVC or CIVC SubcoKuya, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Kuya beneficially owns or has the right to acquire a beneficial interest in any Cannus Mont Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Bridgeport may execute, deliver deliver, and perform this Agreement and consummate the Arrangement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesArrangement Resolution by at least 66 2/3% of the votes cast on the Arrangement Resolution by Bridgeport Shareholders and Existing Bridgeport Warrantholders present in person or represented by proxy at the Bridgeport Meeting, voting as a single class; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe Court; (iii) the approval of the TSX; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of Articles of Arrangement with the documents prescribed Director under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC ManagementOBCA; andor (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Arrangement or otherwise prevent CIVC Bridgeport from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Bridgeport Group. (b) Each of CIVC and CIVC Subco Bridgeport has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the AmalgamationArrangement, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares Arrangement Resolution by Bridgeport Shareholders and Existing Bridgeport Warrantholders at the CIVC Subco Amalgamation Resolution being passed by CIVCBridgeport Meeting. (c) The board of directors of CIVC has: Bridgeport have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; and (ii) directed that the CIVC Resolutions Arrangement Resolution and the Share Incentive Plan Resolution be submitted to the CIVC Bridgeport Shareholders and Existing Bridgeport Warrantholders, as applicable, at the Bridgeport Meeting, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Bridgeport and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Bridgeport enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and including the completion of the Business Combination will not: (i) constitute a violation of the notice Articles of articles Incorporation or articles By-Laws, each as amended, of CIVC or the notice of articles or articles of CIVC SubcoBridgeport; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material Contract or permit or material license to which CIVC or CIVC Subco any Bridgeport Group Member is a party or as to which any of its property is or assets are subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcothe Bridgeport Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Bridgeport Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCBridgeport Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Bridgeport Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Bridgeport Group. (gf) Neither CIVC or CIVC Subco Other than pursuant to this Agreement, no Bridgeport Group Member or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Bridgeport Group Member beneficially owns or has the right to acquire a beneficial interest in any Cannus Premier Royalty Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Metropolitan and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesMerger by Metropolitan as sole shareholder of Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC approval of the CSE for the listing of the Subordinate Voting Shares on the CSE, and for the Business Combination and other transactions contemplated hereby, as sole shareholder applicable, including but not limited to the approval of CIVC Subcothe Post-Business Combination Directors and the Post-Business Combination Officers; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional and in full force and effect and notices which have been given on a timely basisapproval of the TSXV for the delisting of the Metropolitan Shares from the NEX Board; (iv) the filing of Form 9 (Articles the Statement of Amendment) Merger with the Colorado Secretary of State under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Post-Business Combination Directors and the New CIVC ManagementPost-Business Combination Officers, the Name Change and the Share Structure Amendment; (vi) such other consents, approvals, authorizations and waivers, which have been obtained (or will be obtained prior to the Effective Date), and are (or will be at the Effective Time) unconditional and in full force and effect and notices which have been given on a timely basis; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Merger or the Business Combination or otherwise prevent CIVC each of Metropolitan and Subco from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC either Metropolitan or CIVC Subco. (b) Each of CIVC Metropolitan and CIVC Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the AmalgamationMerger and the Business Combination, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares and the CIVC Subco Amalgamation Merger Resolution being passed by CIVCMetropolitan by written consent resolution. (c) The board of directors of CIVC hasMetropolitan has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions matters set out in the Metropolitan Circular be submitted to the CIVC Metropolitan Shareholders at the Metropolitan Meeting, and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Merger Resolution by CIVCMetropolitan. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation Merger and the execution, delivery and performance of this Agreement, and has adopted the plan of Merger, recommended the plan of Merger to Metropolitan as the sole shareholder of Subco, and approved the Subco Merger Resolution. (e) This Agreement has been duly executed and delivered by CIVC each of Metropolitan and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC each of Metropolitan and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles bylaws of CIVC Metropolitan or the notice of articles or articles bylaws of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Metropolitan is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoMetropolitan; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Metropolitan or CIVC its business or Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCMetropolitan; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC SubcoMetropolitan, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoMetropolitan. (g) Neither CIVC or CIVC Subco or Except as has been disclosed to Xxxxxxx in writing, neither Metropolitan nor any Affiliate or Associate of CIVC or CIVC SubcoMetropolitan, nor to the knowledge of CIVCMetropolitan, any director or officer of CIVC or CIVC SubcoMetropolitan, beneficially owns or has the right to acquire a beneficial interest in any Cannus Sharesshares of Xxxxxxx Common Stock.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subco. (b) Each of CIVC Darien, B.C. Subco and CIVC US Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder hereunder, subject to the approval of the matters set out in the Darien Circular by Darien Shareholders at the Darien Meeting. (b) Each of Darien and B.C. Subco has full corporate power and authority to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC B.C. Subco Amalgamation Resolution being passed by CIVCResolution. (c) Each of Darien and US Subco has full corporate power and authority to execute and deliver the Merger Agreement and to perform its respective obligations thereunder, subject to the US Subco Merger Resolution. (d) The board of directors of CIVC has: Darien have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters set out in the Darien Circular be submitted to the CIVC Darien Shareholders at the Darien Meeting, and unanimously recommended approval thereof; and and (iii) approved the execution and delivery of the CIVC B.C. Subco Amalgamation Resolution by CIVCDarien. (de) The board of directors of CIVC US Subco has have unanimously: (i) approved the US Merger and the execution, delivery and performance of the Merger Agreement; (ii) directed that the Merger Agreement and the US Merger be submitted to Darien as sole holder of the limited liability company interests of US Subco, and unanimously recommended approval thereof; (iii) approved the execution and delivery of the resolution approving the Merger Agreement and the US Merger by Darien. (f) The board of directors of B.C. Subco have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (eg) This Agreement has been duly executed and delivered by CIVC Darien, B.C. Subco and CIVC US Subco and constitutes a legal, valid, and binding obligation of CIVC Darien, B.C. Subco and CIVC Subco US Subsco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (fh) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC or Darien, the notice of articles or articles of CIVC B.C. Subco, or the certificate of formation and operating agreement of US Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Darien Group Member is a party or as to which any of its their property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcothe Darien Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Darien Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCDarien Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Darien Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Darien Group. (gi) Neither CIVC or CIVC Subco No Darien Group Member or any Affiliate or Associate of CIVC or CIVC Subcoany Darien Group Member, nor to the knowledge of CIVCDarien, any director or officer of CIVC or CIVC Subcoany Darien Group Member, beneficially owns or has the right to acquire a beneficial interest in any Cannus Canadian Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Camex and CIVC Camex Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesReverse Take-Over Resolution and the Camex Other Resolutions by not less than the requisite percentage of the Camex Shares represented in person or by proxy at the Camex Meeting; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe TSX-V; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) Amendment under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (v) the filing of Articles of Amalgamation with the documents prescribed Director under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; andOBCA; (vi) the filing of Articles of Continuance with the Director under the OBCA; or (vii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Camex from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC Camex or CIVC Subcothe Camex Subsidiary. (b) Each of CIVC Camex and CIVC Camex Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to 010017000-00145797; 2 20 complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares Reverse Take-Over Resolution and the CIVC Subco Amalgamation Resolution being passed Camex Other Resolutions by CIVCCamex Shareholders at the Camex Meeting. (c) The board Board of directors Directors of CIVC has: Camex have unanimously: (i) approved the Business Combination Amalgamation and the execution, delivery and performance of this Agreement; ; and (ii) directed that the CIVC Camex Reverse Take-Over Resolution and the Camex Other Resolutions be submitted to the CIVC Camex Shareholders at the Camex Meeting, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board Board of directors Directors of CIVC Camex Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Camex and CIVC Camex Subco and constitutes a legal, valid, and binding obligation of CIVC Camex and CIVC Camex Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice Articles of articles Incorporation (or articles like charter documents) or By-Laws as applicable, of CIVC Camex or the notice of articles or articles of CIVC SubcoCamex Subsidiary; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license Contractor Authorization to which CIVC Camex or CIVC Subco the Camex Subsidiary is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC Camex or CIVC Subcothe Camex Subsidiary; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Camex or CIVC Subco the Camex Subsidiary or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC Camex or CIVC Subcothe Camex Subsidiary; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVC; or (viiv) result in the creation of any lien Encumbrances upon any of the assets of CIVC any Camex or CIVC Subcothe Camex Subsidiary, other than such liens Encumbrances as would not have a Material Adverse Effect on CIVC Camex or CIVC Subco.the Camex Subsidiary; or (gv) Neither CIVC give rise to any rights of first refusal or CIVC Subco rights of first offer or trigger any change in control provisions or similar provisions or any Affiliate restriction or Associate of CIVC limitation under any such Contract or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.Authorization. 010017000-00145797; 2 21

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco LVI may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of the matters set forth in the LVI Circular to be approved by the holders of LVI Shareholders at the CIVC SharesLVI Meeting; (ii) the CIVC approval of the LVI Subco Amalgamation Resolution being passed by CIVC LVI as sole shareholder of CIVC LVI Subco; (iii) the approval of the CSE for the Transaction and other transactions contemplated hereby; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivv) the filing of Form 9 (Articles of AmendmentAmendment and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (vvi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC LVI Directors and the New CIVC LVI Management; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC LVI from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoLVI. (b) Each of CIVC and CIVC Subco LVI has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the matters set out in the LVI Circular by the holders of the CIVC Shares CSE and the CIVC LVI Shareholders at the LVI Meeting and the LVI Subco Amalgamation Resolution being passed by CIVCLVI by written consent resolution. (c) The board of directors of CIVC has: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco Board has unanimously approved the Amalgamation Transaction and the execution, delivery and performance of this Agreement. (ed) This Agreement has been duly executed and delivered by CIVC and CIVC Subco LVI and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco LVI enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC or the notice of articles or articles of CIVC SubcoLVI; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Material Contract, material permit or material license to which CIVC or CIVC Subco LVI is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoLVI; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC LVI or CIVC Subco or their respective its businesses except for such violations which would not have a Material Adverse Effect on CIVC LVI or CIVC Subco;its businesses; or (viv) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVC; or (vi) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoLVI. (gf) Neither CIVC or CIVC Subco None of LVI or any Affiliate or Associate of CIVC or CIVC SubcoLVI, nor to the knowledge of CIVCLVI, any director or officer of CIVC LVI, will beneficially own or CIVC Subco, beneficially owns or has have the right to acquire a beneficial interest in any Cannus Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Each of Premier Gold and CIVC Subco Premier Royalty may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis;; or (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation Business Combination or otherwise prevent CIVC Premier Gold or Premier Royalty from performing its respective obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoPremier Royalty; or (iii) those consents disclosed in Schedule “C”. (b) Each of CIVC Premier Gold and CIVC Subco Premier Royalty has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCBusiness Combination. (c) The board of directors of CIVC has: (i) each of Premier Gold and Premier Royalty has unanimously approved the Business Combination and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC each of Premier Gold and CIVC Subco Premier Royalty and constitutes a legal, valid, and binding obligation of CIVC each of Premier Gold and CIVC Subco Premier Royalty, enforceable against each of them such party in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and Agreement, other than as set out herein, will not: (i) constitute a violation of the notice Articles of articles Incorporation or articles By-laws, each as amended, of CIVC either Premier Gold or the notice of articles or articles of CIVC SubcoPremier Royalty; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material Contract or permit or material license to which CIVC Premier Gold or CIVC Subco Premier Royalty is a party party, including the Royalty Agreements, or as to which any of its their respective property is or assets are subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoPremier Royalty; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Premier Gold or CIVC Subco Premier Royalty or their respective businesses business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCPremier Royalty; or (viiv) result in the creation of any lien upon any of the assets of CIVC Premier Gold or CIVC SubcoPremier Royalty, including their interest in the Royalties other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoPremier Royalty. (gf) Neither CIVC or CIVC Subco or Other than pursuant to this Agreement, neither Premier Gold nor Premier Royalty nor any Affiliate or Associate of CIVC Premier Gold or CIVC Subco, Premier Royalty nor to the knowledge of CIVC, any director or officer of CIVC Premier Gold or CIVC SubcoPremier Royalty, other than Sxxxx Xxxxx, the Corporate Secretary of Premier Gold, beneficially owns or has the right to acquire a beneficial interest in any Cannus Bridgeport Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Bayswater and CIVC Bayswater Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of Bayswater Subco Amalgamation Resolution by the holders Bayswater as sole shareholder of the CIVC SharesBayswater Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE for the Business Combination and other transactions contemplated hereby; (iii) the approval of the TSX-V to delist the Common Shares therefrom; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivv) the filing of Form 9 (Articles of AmendmentAmendment and a Form 13 (Amalgamation Application) with the British Columbia Registrar of Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (vvi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Bayswater Directors and the New CIVC Bayswater Management; and (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Bayswater from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group. (b) Each of CIVC Bayswater and CIVC Bayswater Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders approval of the CIVC Shares matters set out in the Bayswater Circular by Bayswater Shareholders at the Bayswater Meeting and the CIVC Bayswater Subco Amalgamation Resolution being passed by CIVCBayswater by written consent resolution. (c) The board of directors of CIVC has: Bayswater have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters set out in the Bayswater Circular be submitted to the CIVC Bayswater Shareholders at the Bayswater Meeting, and unanimously recommended approval thereof; and thereof and (iii) approved the execution and delivery of the CIVC Bayswater Subco Amalgamation Resolution by CIVCBayswater. (d) The board of directors of CIVC Bayswater Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Bayswater and CIVC Bayswater Subco and constitutes a legal, valid, and binding obligation of CIVC Bayswater and CIVC Bayswater Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC Bayswater or the notice of articles or articles of CIVC Bayswater Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Bayswater Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Bayswater Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCBayswater Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Bayswater Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Bayswater Group. (g) Neither CIVC or CIVC Subco No Bayswater Group Member or any Affiliate or Associate of CIVC or CIVC Subcoany Bayswater Group Member, nor to the knowledge of CIVCBayswater, any director or officer of CIVC or CIVC Subcoany Bayswater Group Member, beneficially owns or has the right to acquire a beneficial interest in any Cannus Xxxxx Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Xxxxxxxx and CIVC Xxxxxxxx Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivii) the filing of Form 9 (Articles of Amendment) Amalgamation with the Director under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;OBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Xxxxxxxx or Xxxxxxxx Subco from performing its their respective obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoXxxxxxxx. (b) Each of CIVC Xxxxxxxx and CIVC Xxxxxxxx Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVC. (c) The board of directors of CIVC has: Xxxxxxxx have unanimously: (i) approved the Business Combination Amalgamation and the execution, delivery and performance of this Agreement; ; and (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVCSubdivision Resolution. (d) The board of directors of CIVC Xxxxxxxx Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Xxxxxxxx and CIVC Xxxxxxxx Subco and constitutes a legal, valid, and binding obligation of CIVC Xxxxxxxx and CIVC Xxxxxxxx Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice Certificate or Articles of articles Incorporation (or articles like charter documents) or By-Laws, each as amended, of CIVC Xxxxxxxx or the notice of articles or articles of CIVC Xxxxxxxx Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Xxxxxxxx is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoXxxxxxxx; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Xxxxxxxx or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCXxxxxxxx; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC SubcoXxxxxxxx, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoXxxxxxxx. (g) Neither CIVC or CIVC Subco or Xxxxxxxx nor any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, Xxxxxxxx beneficially owns or has the right to acquire a beneficial interest in any Cannus Acpana Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco Xxxxx may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the approval of the Xxxxx Amalgamation Resolution by the holders of the Xxxxx Shares; (iii) the filing of a Form 9 13 (Articles Amalgamation Application) with the British Columbia Registrar of Amendment) Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;BCBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Xxxxx from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoXxxxx. (b) Each of CIVC and CIVC Subco Xxxxx has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the Xxxxx Amalgamation Resolution by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCXxxxx Shareholders. (c) The board sole director of directors of CIVC Xxxxx has: : (i) approved the Business Combination and the execution, delivery and performance of this Agreement; Agreement and (ii) directed that the CIVC Resolutions Xxxxx Amalgamation Resolution be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVCXxxxx Shareholders. (d) The board sole shareholder of directors of CIVC Subco has unanimously Xxxxx has: (i) approved the Xxxxx Amalgamation and the execution, delivery and performance of this AgreementResolution. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco Xxxxx and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco Xxxxx, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles articles, as amended, of CIVC or the notice of articles or articles of CIVC SubcoXxxxx; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Xxxxx is a party or as to which any of its property is subject which would in any such case would have a Material Adverse Effect on CIVC or CIVC SubcoXxxxx; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC Xxxxx or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCXxxxx; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, Xxxxx other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoXxxxx. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Fortify and CIVC Fortify Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of the Fortify Business Combination Resolution by the holders Fortify Minority Shareholders, the Director Election Resolution by the applicable requisite percentage of the CIVC Sharesapplicable Fortify Shares represented in person or by proxy at the Fortify Meeting, and the approval of the Name Change Resolution by written consent resolution of the directors of Fortify; (ii) the CIVC approval of Fortify Subco Amalgamation Resolution being passed by CIVC Fortify as sole shareholder of CIVC Fortify Subco; (iii) the approval of the CSE for the Business Combination and other transactions contemplated hereby; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivv) the filing of a Form 9 13 (Articles Amalgamation Application) with the British Columbia Registrar of Amendment) Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (vvi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Fortify Directors and the New CIVC Fortify Management; andor (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Fortify from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Fortify Group. (b) Each of CIVC Fortify and CIVC Fortify Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of (i) the Fortify Business Combination Resolution by the holders Fortify Minority Shareholders, (ii) the Director Election Resolution by Fortify Shareholders at the Fortify Meeting, (iii) the Name Change Resolution by written consent resolution of the CIVC Shares directors of Fortify, and (iv) the CIVC Fortify Subco Amalgamation Resolution being passed by CIVCFortify by written consent resolution. (c) The board of directors of CIVC has: Fortify have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions Fortify Business Combination Resolution be submitted to the CIVC Fortify Minority Shareholders at the Fortify Meeting and unanimously recommended approval thereof; and (iii) directed that the Director Election Resolution be submitted to the Fortify Shareholders at the Fortify Meeting and unanimously recommended approval thereof; (iv) approved the Name Change Resolution by written consent; and (v) approved the execution and delivery of the CIVC Fortify Subco Amalgamation Resolution by CIVCFortify. (d) The board of directors of CIVC Fortify Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Fortify and CIVC Fortify Subco and constitutes a legal, valid, and binding obligation of CIVC Fortify and CIVC Fortify Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC Fortify or the notice of articles or articles of CIVC Fortify Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Fortify Group Member is a party or as to which any of its property is subject which would in any such case would have a Material Adverse Effect on CIVC or CIVC Subcothe Fortify Group; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco any Fortify Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCFortify Group Member; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subcoany Fortify Group Member, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcothe Fortify Group. (g) Neither CIVC or CIVC Subco Other than as disclosed in the Fortify Disclosure Letter, no Fortify Group Member or any Affiliate or Associate of CIVC or CIVC Subcoany Fortify Group Member, nor to the knowledge of CIVCFortify, any director or officer of CIVC or CIVC Subcoany Fortify Group Member, beneficially owns or has the right to acquire a beneficial interest in any Cannus DVI Shares.

Consents, Authorizations and Binding Effect. (a) CIVC and CIVC Subco DVI may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders of the CIVC Shares; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder of CIVC Subco; (iii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional unconditional, and in full force and effect effect, and notices which have been given on a timely basis; (ivii) the approval of the DVI Amalgamation Resolution by the holders of the DVI Shares; (iii) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 13 (Initial Registered Office Address and First Board Amalgamation Application) with the British Columbia Registrar of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;Companies ender the BCBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (viiv) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC DVI from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoDVI. (b) Each of CIVC and CIVC Subco DVI has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of the DVI Amalgamation Resolution by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVCDVI Shareholders. (c) The board of directors of CIVC has: DVI has unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; Agreement and (ii) directed that the CIVC Resolutions DVI Amalgamation Resolution be submitted to the CIVC Shareholders DVI Shareholders, and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco DVI and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco DVI, enforceable against each of them it in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' ’ rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences defenses and to the discretion of the court before which any proceeding therefor may be brought. (fe) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles articles, as amended, of CIVC or the notice of articles or articles of CIVC SubcoDVI; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco DVI is a party or as to which any of its property is subject which would in any such case would have a Material Adverse Effect on CIVC or CIVC SubcoDVI; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC DVI or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCDVI; or (viiv) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, DVI other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoDVI. (gf) Neither CIVC or CIVC Subco or Other than as disclosed in the DVI Disclosure Letter and other than pursuant to this Agreement, neither DVI nor any Affiliate or Associate of CIVC or CIVC SubcoDVI nor, nor to the knowledge of CIVCDVI, any director or officer of CIVC or CIVC Subco, DVI beneficially owns or has the right to acquire a beneficial interest in any Cannus Fortify Shares.

Consents, Authorizations and Binding Effect. ‌ (a) CIVC Xxx and CIVC Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesSubco Amalgamation Resolution by Xxx as sole shareholder of Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE, which shall require the approval of the Xxx Shareholders of the Acquisition; (iii) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) obtained, and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) the Amalgamation Application with the Registrar under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada;BCBCA; or (v) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC Management; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Xxx or Subco from performing its their respective obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC SubcoXxx. (b) Each of CIVC Xxx and CIVC Subco Xxxxx has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Subco Amalgamation Resolution being passed by CIVC. (c) The board of directors of CIVC has: (i) Xxx and Subco have unanimously approved the Business Combination Amalgamation and the execution, delivery and performance of this Agreement; (ii) directed that the CIVC Resolutions be submitted to the CIVC Shareholders and recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Xxx and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC Xxx and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) conflict with or constitute a breach or violation of the Certificate or any of the terms and provisions of the notice of articles (or articles like charter documents) or article, each as amended, of CIVC Xxx or the notice of articles or articles of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default under or accelerate or permit the acceleration of the performance required or give to others a right of termination, cancellation, creation or acceleration of any obligation under, including the acceleration of any indebtedness of Xxx or cause any indebtedness of Xxx to come due before its stated maturity, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco Xxx is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC SubcoXxx; (iii) require any consent, permit, approval, authorization or order result in the imposition of any Governmental Authorityrestriction, except for hindrance, impairment or limitation on the approvals contemplated ability of Xxx to conduct its business as and where it is now being conducted or result in Section 6.8 and that which may be required under applicable securities legislation and any approval the imposition of restrictions on the ability of Xxx to pay dividends or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combinationmake distributions to its shareholders; (iv) constitute a violation of any Law applicable or relating to CIVC Xxx or CIVC Subco or their respective businesses its business except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCXxx; or (viv) result in the creation of any lien upon any of the assets of CIVC or CIVC SubcoXxx, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC SubcoXxx. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Graphite and CIVC Graphite Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed approval of the Graphite Business Combination Resolution by the holders Graphite Shareholders if required by applicable laws or CSE policies, the Director Election Resolution by the applicable requisite percentage of the CIVC Sharesapplicable Graphite Shares represented in person or by proxy at the Graphite Meeting, and the approval of the Name Change Resolution by written consent resolution of the directors of Graphite; (ii) the CIVC approval of Graphite Subco Amalgamation Resolution being passed by CIVC Graphite as sole shareholder of CIVC Graphite Subco; (iii) the approval of the CSE for the Business Combination and other transactions contemplated hereby; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (ivv) the filing of a Form 9 13 (Articles Amalgamation Application) with the British Columbia Registrar of Amendment) Companies under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations CanadaBCBCA; (vvi) the filing of the documents prescribed under the BCBCA to effect the appointment of the New CIVC Graphite Directors and the New CIVC Graphite Management; andor (vivii) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Graphite from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcothe Graphite Group. (b) Each of CIVC Graphite and CIVC Graphite Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed approval of (i) the Graphite Business Combination Resolution by the holders Graphite Shareholders if required pursuant to applicable laws or CSE policies, (ii) the Director Election Resolution by Graphite Shareholders at the Graphite Meeting, (iii) the Name Change Resolution by written consent resolution of the CIVC Shares directors of Graphite, and (iv) the CIVC Graphite Subco Amalgamation Resolution being passed by CIVCGraphite by written consent resolution. (c) The board of directors of CIVC has: Graphite have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions Graphite Business Combination Resolution be submitted to the CIVC Graphite Shareholders at the Graphite Meeting and unanimously recommended approval thereof; and (iii) approved the execution and delivery of the CIVC Subco Amalgamation Resolution by CIVC. (d) The board of directors of CIVC Subco has unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC and CIVC Subco and constitutes a legal, valid, and binding obligation of CIVC and CIVC Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice of articles or articles of CIVC or the notice of articles or articles of CIVC Subco; (ii) conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subco; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a violation of any Law applicable or relating to CIVC or CIVC Subco or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVC; or (vi) result in the creation of any lien upon any of the assets of CIVC or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subco. (g) Neither CIVC or CIVC Subco or any Affiliate or Associate of CIVC or CIVC Subco, nor to the knowledge of CIVC, any director or officer of CIVC or CIVC Subco, beneficially owns or has the right to acquire a beneficial interest in any Cannus Shares.

Consents, Authorizations and Binding Effect. (a) CIVC Mezzotin and CIVC Mezzotin Subco may execute, deliver deliver, and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) the CIVC Resolutions being passed by the holders approval of the CIVC SharesMezzotin Subco Amalgamation Resolution by Mezzotin as sole shareholder of Mezzotin Subco; (ii) the CIVC Subco Amalgamation Resolution being passed by CIVC as sole shareholder approval of CIVC Subcothe CSE for the Business Combination and other transactions contemplated hereby; (iii) the approval of the TSX-V to delist the Mezzotin Shares therefrom; (iv) consents, approvals, authorizations and waivers waivers, which have been obtained (or will be obtained prior to the Effective Date) ), and are unconditional and in full force and effect and notices which have been given on a timely basis; (iv) the filing of Form 9 (Articles of Amendment) under the CBCA, a Form 2 (Initial Registered Office Address and First Board of Directors) and a statutory declaration from a director or officer of each amalgamating corporation with Corporations Canada; (v) the filing of Articles of Amalgamation with the documents prescribed Director under the BCBCA to effect the appointment of the New CIVC Directors and the New CIVC ManagementOBCA; and (vi) those which, if not obtained or made, would not prevent or delay the consummation of the Amalgamation or otherwise prevent CIVC Mezzotin from performing its obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on CIVC or CIVC Subcobe materially adverse to the Mezzotin Group. (b) Each of CIVC Mezzotin and CIVC Mezzotin Subco has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder and to complete the Amalgamation, subject to the CIVC Resolutions being passed by the holders of the CIVC Shares and the CIVC Mezzotin Subco Amalgamation Resolution being passed by CIVCMezzotin by written consent resolution. (c) The board of directors of CIVC has: Mezzotin have unanimously: (i) approved the Business Combination and the execution, delivery and performance of this Agreement; ; (ii) directed that the CIVC Resolutions matters set out in the Mezzotin Circular be submitted to the CIVC Mezzotin Shareholders at the Mezzotin Meeting, and unanimously recommended approval thereof; and thereof and (iii) approved the execution and delivery of the CIVC Mezzotin Subco Amalgamation Resolution by CIVCMezzotin. (d) The board of directors of CIVC Mezzotin Subco has have unanimously approved the Amalgamation and the execution, delivery and performance of this Agreement. (e) This Agreement has been duly executed and delivered by CIVC Mezzotin and CIVC Mezzotin Subco and constitutes a legal, valid, and binding obligation of CIVC Mezzotin and CIVC Mezzotin Subco enforceable against each of them in accordance with its terms, except: (i) as may be limited by bankruptcy, reorganization, insolvency and similar Laws of general application relating to or affecting the enforcement of creditors' rights or the relief of debtors; and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defences and to the discretion of the court before which any proceeding therefor may be brought. (f) The execution, delivery, and performance of this Agreement do not and will not: (i) constitute a violation of the notice constating documents of articles Mezzotin or articles of CIVC or the notice of articles or articles of CIVC Mezzotin Subco; (ii) in any material respect, conflict with, result in the breach of or constitute a default or give to others a right of termination, cancellation, creation or acceleration of any obligation under, or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or material license to which CIVC or CIVC Subco any Mezzotin Group Member is a party or as to which any of its property is subject which would in any such case have a Material Adverse Effect on CIVC or CIVC Subcosubject; (iii) require any consent, permit, approval, authorization or order of any Governmental Authority, except for the approvals contemplated in Section 6.8 and that which may be required under applicable securities legislation and any approval or authorization under the BCBCA, as applicable, that may be required for the Name Change and the Business Combination; (iv) constitute a material violation of any Law applicable or relating to CIVC or CIVC Subco any Mezzotin Group Member or their respective businesses except for such violations which would not have a Material Adverse Effect on CIVC or CIVC Subco; (v) result in the breach of, or be in conflict with, any judgment, decree or order or any term or provision thereof applicable to CIVC or CIVC Subco or any of the assets or the business of CIVC, which breach, conflict or default would reasonably be expected to have a Material Adverse Effect on CIVC or to result in the creation of any Encumbrance upon any of the assets of CIVCbusinesses; or (viiv) result in the creation of any lien Lien upon any of the assets of CIVC or CIVC Subco, other than such liens as would not have a Material Adverse Effect on CIVC or CIVC Subcoany Mezzotin Group Member. (g) Neither CIVC or CIVC Subco No Mezzotin Group Member or any Affiliate or Associate of CIVC or CIVC Subcoany Mezzotin Group Member, nor to the knowledge of CIVCMezzotin, any director or officer of CIVC or CIVC Subcoany Mezzotin Group Member, beneficially owns or has the right to acquire a beneficial interest in any Cannus SharesCanadian Fixxx Xhares.