Common use of Covenants of the Company Regarding the Arrangement Clause in Contracts

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions of this Agreement, the Company will perform, and will cause its Subsidiaries to perform, all obligations required to be performed by each of them under this Agreement, cooperate with the Purchaser in connection therewith, and to do all such other commercially reasonable acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to: (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Company; (b) promptly advise the Purchaser in writing of any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (d) using its commercially reasonable efforts to, on prior written approval of the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicable.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that subject to the CompanyPurchaser’s Knowledge would haveprior review and approval as contemplated by Section 2.2(a), a Material Adverse Effect in respect publicly announcing the execution of this Agreement, the support of the CompanyNomad Board of the Arrangement (including the voting intentions of each director and officer of the Company referred to in Section 3.1(qq)) and the recommendation of the Nomad Board to the Nomad Shareholders to vote in favour of the Arrangement Resolution; (b) promptly advise using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Purchaser Company and its subsidiaries from other parties to any Nomad Material Contracts in writing of any Action commenced or, order to its knowledge, threatened against, relating to or involving or otherwise affecting complete the Company, its Subsidiaries or its or their respective assetsArrangement; (c) use best its commercially reasonable efforts to obtain all other third Person consentsmake the amendments, waiversas soon as practicable following execution of this Agreement, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments to the agreement indicated in and modifications to Contracts that are necessary to permit or otherwise required as set out in connection with the consummation Section 4.4 of the TransactionNomad Disclosure Letter on terms which are satisfactory to the Purchaser, acting reasonably; and (d) using its commercially reasonable efforts to, on prior written approval to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (e) upon reasonable consultation with the Purchaser, opposeopposing, or seeking to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefending all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which it is a party or brought other Proceedings against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to challenging or affecting this Agreement or the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf completion of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableArrangement.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that subject to the Company’s Knowledge would havePurchaser's prior review and approval as contemplated by Section 2.2(a), a Material Adverse Effect in respect publicly announcing the execution of this Agreement, the support of the CompanyCompany Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendation; (b) promptly advise using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Purchaser Company and its subsidiaries from other parties to any Material Contracts in writing of any Action commenced or, order to its knowledge, threatened against, relating to or involving or otherwise affecting complete the Company, its Subsidiaries or its or their respective assetsArrangement; (c) use best cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to obtain all other third Person consents, assist the Purchaser in obtaining the waivers, Permitsconsents and approvals referred to in Section 4.5(b), including Cannabis Licensesprovided, exemptionshowever, ordersthat, approvalsnotwithstanding anything to the contrary in this Agreement, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the consummation of the Transaction; andCompany will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (d) using its commercially reasonable efforts to, on prior written approval to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable securities laws of any state of the United States; (e) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefend all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; and (f) in the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a party formal take-over bid or brought against it or its directors or officers challenging the Arrangement or this Agreement. amalgamation) (2an "Alternative Transaction") The Company will give whereby the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf and/or its affiliates would effectively acquire all of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Arrangement Resolution Company and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the transactions contemplated hereby. Other than as required by applicable Law"Alternative Transaction Conditions"), the Company shall not make any payment or settlement offer, or agree to any settlement, prior to consider such Alternative Transaction in good faith and if the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the PurchaserCompany determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have given its written consent been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such payment, settlement offer or agreement, as applicabledate may be extended from time to time).

Covenants of the Company Regarding the Arrangement. (1a) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser Triple Flag in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Company; (b) promptly advise the Purchaser in writing of any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (di) using its commercially reasonable efforts toto obtain all necessary waivers, on prior written approval consents and approvals and give any notices required by the Company and its Subsidiaries from other parties to any Company Material Contracts in order to complete the Arrangement; (ii) obtain all consents, approvals and authorizations as are required to be obtained by the Company or any of the PurchaserCompany Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Triple Flag, including the HSR Act Approval and the Competition Act Approval; (iii) effect all necessary registrations, filings and submissions of information required by Governmental Entities to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity in connection with the transactions contemplated by this Agreement, including the HSR Act Approval and the Competition Act Approval; (iv) upon reasonable consultation with Triple Flag, oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; (v) cause the issuance of 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and in compliance with all applicable U.S. state securities laws; (vi) take all such actions, fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be taken, fulfilled or satisfied by the Company; (vii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viii) cooperate with Triple Flag in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate the Company to pay or cause to be defended, paid any proceedings monies to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreementcause such performance to occur. (2b) Except as otherwise provided herein, the Company shall furnish promptly to Triple Flag a copy of any filings made under any applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority, the SEC or any stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement. The Company shall, and shall cause the Company Subsidiaries to, give Triple Flag and its representatives during normal business hours reasonable access to their premises, assets, books, records, contracts and personnel and furnish Triple Flag with all such other information as Triple Flag may reasonably request. No environmental assessment or other intrusive analysis will be conducted by Triple Flag without the prior written consent of the Company. (c) The Company shall not take any action, or refrain from taking any action (subject to commercially reasonable efforts), or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by the Company in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Time if then made, or that could reasonably be expected to have a Material Adverse Effect on the Company. (d) The Company will give the Purchaser prompt notice immediately notify Triple Flag orally and then promptly notify Triple Flag in writing of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by “material change” (as defined in the Company Securities Act) in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by Company or the Company andSubsidiaries, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim event, circumstance or other Action commenced development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (or, to iii) any breach of this Agreement by the Company’s Knowledge, threatenedor (iv) by any presentevent occurring after the date of this Agreement that would render a representation or warranty, former if made on that date or purported holder of the Effective Date, inaccurate such that any securities of the Company conditions in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall Section 5.3(a) would not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicablebe satisfied.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise publicly announcing the Purchaser execution of this Agreement, the support of the Company Board of the Arrangement (including the voting intentions of each director and officer of the Company referred to in writing Section 3.1(jj)) and the recommendation of any event, change or development that has resulted in, or that the Company Board to the Company’s Knowledge would have, a Material Adverse Effect Company Shareholders to vote in respect favour of the CompanyArrangement Resolution; (b) promptly advise the Purchaser in writing of any Action commenced or, to using its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best commercially reasonable efforts to obtain and maintain all third party or other third Person consents, waivers, Permits, including Cannabis Licensespermits, exemptions, orders, approvals, agreements, amendments and modifications to Contracts or confirmations that are (i) necessary to permit or otherwise required advisable under the Material Contracts in connection with the consummation Arrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the TransactionArrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser; and (dc) using its commercially upon reasonable efforts to, on prior written approval of consultation with the Purchaser, opposeopposing, or seeking to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefending all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which it is a party or brought other Proceedings against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to challenging or affecting this Agreement or the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf completion of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableArrangement.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions of this Agreement, the Company will perform, and will cause its Subsidiaries to perform, all obligations required to be performed by each of them under this Agreement, cooperate with the Purchaser in connection therewith, and to do all such other commercially reasonable acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to: (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Company; (b) promptly advise the Purchaser in writing of any material Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best commercially reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (d) using its commercially reasonable efforts to, on prior written approval of the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicable.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions of this Agreement, the Company will perform, and will shall use its reasonably commercial efforts to take or cause its Subsidiaries to perform, all obligations required to be performed by each of them under this Agreement, cooperate with the Purchaser in connection therewith, taken all actions and to do or cause to be done all such other commercially reasonable acts and things as may be necessary in order necessary, proper or advisable under Law to consummate and make effective, the Arrangement as soon as reasonably practicable, the transactions contemplated hereby and, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries toincluding: (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Company; (b) promptly advise the Purchaser in writing of any Action commenced or, to using its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best reasonable reasonably commercial efforts to obtain and maintain all third party or other third Person consents, waivers, Permits, including Cannabis Licensespermits, exemptions, orders, approvals, agreements, amendments and modifications to Contracts or confirmations that are necessary to permit or otherwise required (A) in connection with the consummation Arrangement or (B) in order to maintain the Material Contracts in full force and effect following completion of the Transaction; andArrangement, in each case, without committing itself or Parent to pay, any consideration or incur any liability or obligation without the prior written consent of Parent (not to be unreasonably withheld or delayed); (db) using its commercially reasonable commercial efforts to, on prior written approval of the PurchaserParent (not to be unreasonably withheld), oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; (c) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; (d) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; (e) promptly advise Parent in writing of any material breach by the Company of any covenant, obligation or agreement contained in this Agreement; and (f) use reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent in this Agreement that are in its power to satisfy. (2) The Except as prohibited by applicable Law or any Material Contract, the Company will give the Purchaser prompt notice of shall promptly notify Parent of: (ia) any written notice Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of any Dissent Rights exercised or purported facts which could be expected to have been exercised by any Company Shareholder received by a Material Adverse Effect, provided that the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, foregoing shall be subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledgeoverriding obligation to make any disclosure or filing required under applicable Securities Laws; (b) any notice or other communication from any Person (other than a Government Entity) alleging that the consent (or waiver, threatenedpermit, exemption, order, approval, agreement, amendment or confirmation) by of such Person is required in connection with this Agreement or the Arrangement; (c) any present, former notice or purported holder of other communication from any securities of the Company Governmental Entity in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to Agreement (and contemporaneously provide a copy of any such dissent, written notice or instrument communication to Parent); or (d) any filing, actions, suits, claims, investigations or claim proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, this Agreement or the Arrangement. (3) The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals including providing one another with copies of all notices and information or other Action unless the Purchasercorrespondence supplied to, acting reasonably, shall have given its written consent to such payment, settlement offer filed with or agreement, as applicablereceived from any Governmental Entity.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, and will cause its Subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Parent and the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Company; (b) promptly advise the Purchaser in writing of any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (d) using its commercially reasonable efforts to(i) to obtain all necessary authorizations, on prior written approval consents, waivers, approvals and agreements required to be obtained by the Company and any of its Subsidiaries from other parties to any Material Contracts in order to complete the Arrangement, and (ii) to assist the Parent and the Purchaser in obtaining all agreements and amendments or modifications to agreements as may be reasonably requested by the Parent and the Purchaser in connection with the Key Third Party Consents; (b) using its commercially reasonable best efforts to carry out all actions necessary to ensure the availability of the Purchaser, oppose, lift or rescind any injunction, restraining exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (c) defending all lawsuits or other orderlegal, decree regulatory or ruling seeking to restrain, enjoin other Proceedings against the Company and any of its Subsidiaries challenging or otherwise prohibit affecting this Agreement or adversely affect the consummation completion of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this AgreementArrangement. (2) The Company will give In the event that the Parent and the Purchaser prompt notice conclude that it is necessary or desirable to proceed with another form of transaction (isuch as a formal take-over bid or amalgamation) any written notice whereby the Parent, Purchaser or its Affiliates would effectively acquire all of the Common Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences (including tax treatment) to the Company and its Shareholders which are equivalent to or better than those contemplated by this Agreement (an “Alternative Transaction”), the Company agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any Dissent Rights exercised or purported proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been exercised by any Company Shareholder received by made in the Company in relation context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the Meeting and Arrangement Resolution and any withdrawal date of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf closing of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than by the Alternative Transaction (as required by applicable Law, the Company shall not make any payment or settlement offer, or agree such date may be extended from time to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicabletime).

Covenants of the Company Regarding the Arrangement. The Company shall, and shall (1) Subject to the provisions of this Agreement, the Company will perform, and will extent permitted by applicable Laws) cause its Subsidiaries to performto, perform all obligations required necessary to be performed by each the Company or any of them its Subsidiaries under this Agreement, cooperate co-operate with the Purchaser in connection therewith, and to do all such other commercially reasonable acts and things as may be necessary necessary, proper or advisable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby in this Agreement and, without limiting the generality of the foregoing, the Company will andshall and shall, where appropriateappropriate and to the extent permitted by applicable Laws, will cause its Subsidiaries to: (a) promptly advise use commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company or any of the Subsidiaries (including consents listed in Section 3.3 of the Company Disclosure Schedule) in connection with the Arrangement and any bona fide restructuring or reorganization of the Parent, the Purchaser in writing and/or any of the Acquired Companies, including but not limited to (i) an amalgamation of the Purchaser and the Company, and (ii) an assignment of any eventCompany IP or Company Technology to an Affiliate of the Purchaser or the Parent after the Effective Time; provided that, change in connection with obtaining any such waiver, consent or development that has resulted inapproval from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement or any bona fide restructuring or reorganization of the Parent, or that the Purchaser and/or any of the Acquired Companies, including but not limited to (i) an amalgamation of the Purchaser and the Company’s Knowledge would have, a Material Adverse Effect in respect and (ii) an assignment of any Company IP or Company Technology to an Affiliate of the CompanyPurchaser or the Parent after the Effective Time (1) without the prior written consent of the Purchaser none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration to obtain such approval or consent or make any commitment or incur any liability or other obligation due to such Person in connection therewith and (2) none of Purchaser, the Parent or their respective Affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration to obtain such approval or consent or make any commitment or incur any liability or other obligation; (b) promptly advise use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from the Purchaser in writing Company or any of any Action commenced or, to its knowledge, threatened against, Subsidiaries relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assetsArrangement; (c) seek all Regulatory Approvals relating to the Company or any of its Subsidiaries which are necessary, proper or advisable under applicable Law or required to be taken by any Governmental Authority and, in doing so, keep the Purchaser reasonably informed as to the nature of any application or submission proposed to be made and the status of the Proceedings related to obtaining the Regulatory Approvals, including providing the Purchaser with copies of all related applications and notifications (other than confidential information contained in such applications and notifications), in draft form, in order for the Purchaser to provide its reasonable comments thereon; (d) use best commercially reasonable efforts to defend all Proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby, provided however that the Company shall not enter into any settlement, or consent to any Judgment in respect of any such Proceeding without the prior written consent of the Purchaser; (e) with respect to the Technology Partnerships Canada Contribution Agreement (Project No. 721 452407) between the Company and Her Majesty the Queen in Right of Canada, as represented by the Minister of Industry (the "Ministry"), dated July 2, 1997, as amended, (the "TPC AGREEMENT") (i) at the direction of Purchaser, use commercially reasonable efforts to obtain the consent of the Ministry under subsection 2.3(a) of the TPC Agreement to the transactions contemplated by this Agreement in a form reasonably satisfactory to the Purchaser; (ii) at the direction of Purchaser, use commercially reasonable efforts to obtain reasonable, demonstrable assurances from the Ministry that prompt repayment following Closing of all other third Person consentscontribution amounts owing to the Ministry under the TPC Agreement will result in a full release from the Ministry of any and all claims against the Company, waiverswhether in respect of the TPC Agreement or otherwise; and (iii) at the direction of Purchaser, Permitsuse commercially reasonable efforts to obtain the consent of the Ministry to any bona fide restructuring or reorganization of the Parent, the Purchaser and/or any of the Acquired Companies, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications but not limited to Contracts that are necessary to permit or otherwise required in connection with the consummation (1) an amalgamation of the TransactionPurchaser and the Company, and (2) an assignment of any Company IP or Company Technology to an Affiliate of the Purchaser or the Parent after the Effective Time; and (df) using its commercially reasonable efforts to, on prior written approval of the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement. not less than two (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, Business Days prior to the Effective Time Closing Date, provide the Purchaser with respect any additions to Schedule C to the Indemnification and Escrow Agreement, to reflect any such dissent, notice or instrument or claim or other Action unless additional Exercising Shareholders (as defined in the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableIndemnification and Escrow Agreement).

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, and will cause its Subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser and the Parent in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries toincluding: (a) promptly advise publicly announcing the Purchaser entering into of this Agreement, the support of the Board of Directors of the Arrangement (including the voting intentions of each director and executive officer of the Company referred to in writing Section 2.5(c)) and the recommendation of any event, change or development that has resulted in, or that the Board of Directors to the Company’s Knowledge would have, a Material Adverse Effect Shareholders to vote in respect favour of the CompanyArrangement Resolution; (b) promptly advise if necessary in order to waive or suspend the Purchaser operation of or to otherwise render inoperative the Shareholder Rights Plan in writing respect of any Action commenced orthe Arrangement, immediately deferring the separation time of the rights under the Shareholder Rights Plan in respect of the Arrangement and, unless otherwise requested by the Purchaser, continuing to its knowledgedefer such separation time in respect of the Arrangement until a time that is no earlier than the Effective Time and, threatened againstif from time to time requested by the Purchaser, relating taking such other actions as may be necessary to waive or involving suspend the operation of or to otherwise affecting render inoperative the Company, its Subsidiaries or its or their respective assetsShareholder Rights Plan in respect of the Arrangement; (c) use best cooperating with the Purchaser and the Parent in connection with, and using its commercially reasonable efforts to obtain assist the Purchaser and the Parent in, obtaining all other third Person consentsRequired Regulatory Approvals relating to the Purchaser or the Parent or relating to the Company or any of its subsidiaries which are customarily applied for by a purchaser in transactions of this nature; provided that the Company and/or its subsidiaries will not be required to make any applications of the Purchaser or the Parent under applicable Law, waiversbut will rather provide assistance with any such applications made by, Permitson behalf of, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection jointly with the consummation of Purchaser or the Transaction; andParent; (d) using its commercially reasonable efforts toto obtain all necessary waivers, on prior written consents and approvals required to be obtained by the Company or the Company Entities from other parties to any Contracts in order to complete the Arrangement, including, without limitation, the Required Regulatory Approvals; provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, none of the PurchaserCompany or any of the Company Entities will be required to pay or commit to pay to such person whose waiver, oppose, lift consent or rescind approval is being solicited any injunction, restraining cash or other orderconsideration, decree make any commitment or ruling seeking incur any liability or other obligation other than such fees or expenses contemplated by the terms of such Contract unless requested by the Purchaser; (e) using its commercially reasonable efforts to restraineffect all necessary registrations, enjoin filings and submissions of information required by Governmental Authorities from the Company or otherwise prohibit any of the Company Entities relating to the Arrangement; (f) applying for and using its commercially reasonable efforts to obtain all Required Regulatory Approvals relating to the Company or adversely affect any of the consummation Company Entities which are customarily applied for by an offeree and, in doing so, keeping the Purchaser reasonably informed as to the status of the proceedings related to obtaining such Required Regulatory Approvals, including providing the Purchaser with copies of all related applications and notifications (other than, subject to Section 5.2(b), Confidential Data contained in such applications and notifications), in draft form, in order for the Purchaser to provide its reasonable comments thereon, and copies of all notices and correspondence received by the Purchaser from any Governmental Authority with respect thereto; (g) promptly advising the Purchaser of any requests by a Governmental Authority for any substantive meeting or discussion (whether in person, by telephone or otherwise) in respect of any filing, investigation or inquiry concerning the Arrangement and defend, providing the Purchaser the opportunity to attend or cause have its Representatives attend and participate thereat (except to the extent that in any such case the Governmental Authority expressly requests that the Purchaser and its Representatives should not be defended, any proceedings to which it is a party present at the meeting or brought against it discussion or its directors part or officers challenging parts of the Arrangement meeting or this Agreement.discussion); (2h) The Company will give not extending or consenting to any extension of any waiting period under applicable Laws or entering into any agreement with any Governmental Authority to not complete the Arrangement, except with the consent of the Purchaser prompt notice of (which consent shall not be unreasonably withheld, conditioned or delayed); (i) any written notice of any Dissent Rights exercised defending all lawsuits or purported to have been exercised by any Company Shareholder received by other legal, regulatory or other Proceedings against the Company in relation to challenging or affecting this Agreement or the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf completion of the Company Arrangement; and (j) paying or causing to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, be paid all Transaction Expenses prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableDate.

Covenants of the Company Regarding the Arrangement. (1a) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoingCompany in Article 2): (i) promptly, and in any event within five Business Days following the date of this Agreement, provide to the Purchaser (if such agreement remains in effect and if providing a copy of such agreement is not expressly prohibited by the terms of such agreement) a copy of each confidentiality and/or standstill agreement which has been entered into by the Company will and, where appropriate, will cause its Subsidiaries to: (a) promptly advise the Purchaser in writing of and any event, change or development that has resulted in, or that third party prior to the Company’s Knowledge would have, a Material Adverse Effect in respect date hereof pursuant to which confidential information of the CompanyCompany has been provided; (bii) promptly advise subject to the Purchaser Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution of this Agreement, the support of the Company Board of the Arrangement (including the voting intentions of each director and officer of the Company referred to in writing of any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Section 3.1(ll)) and the Company, its Subsidiaries or its or their respective assetsCompany Board Recommendation; (c) use best reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (diii) using its commercially reasonable efforts toto obtain all necessary waivers, on prior written approval consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete the Arrangement; (iv) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (v) upon reasonable consultation with the Purchaser, opposeopposing, or seeking to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefending all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which it is a party other Proceedings against the Company challenging or brought against it affecting this Agreement or its directors or officers challenging the Arrangement or this Agreementcompletion of the Arrangement. (2b) In the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares, Company Series D Shares and Company Series E Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are equivalent to or better than those contemplated by this Agreement (an “Alternative Transaction”), the Company agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time). (c) The Company will give shall take all steps necessary to satisfy the Purchaser prompt notice U.S. Regulatory Conditions set out in Schedule C hereto. (d) The Company shall, or shall cause each of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting its subsidiaries, and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company andeach Licensed Entity, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (oras applicable, to the Company’s Knowledgeuse its commercially reasonable efforts to obtain a waiver and release, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree form and substance satisfactory to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, of all Proceedings or liabilities involving or related to (the “Waiver and Release”). (e) Notwithstanding anything in to the contrary herein contained, the Company shall, and shall have given cause each of its written consent to such paymentsubsidiaries, settlement offer or agreementand each Licensed Entity, as applicable, to enter into a settlement agreement, in form and substance satisfactory to Purchaser, acting reasonably, with and each of its respective shareholders, members, owners, employees, agents, assigns, and affiliates (collectively “ providing for i) a full and complete release of all claims under that certain lawsuit initiated by Complaint for Unlawful Detainer and Breach of Contract served on February 1, 2022 naming Blacklist Holdings, Inc. and all others in possession of the property, in the Superior Court of the State of Washington for Xxxxxx County (the “Complaint”); and ii) a full release and discharge of Company its respective shareholders, members, owners, employees, agents, contractors, officers, directors, spouses, heirs, insurers, bonding companies, successors, attorneys, assigns, and affiliates, of and from any and all manner of action and actions, cause and causes of action, claims, suits, damages, controversies, judgments, costs, fees, executions, and demands of any kind and nature whatsoever, at law or in equity, in contract or tort, known or unknown, contingent or fixed and including, without limitation, any confidentialitysuccessors, and assigns hereinafter can, shall, or may have, for or by reason of, arising out of, or related to, the Complaint, the parties named in the Complaint, the facts related to or underlying the Complaint, or any claim that could have been raised in the Complaint (the “Settlement Agreement”).

Covenants of the Company Regarding the Arrangement. (1a) Subject to the provisions terms and conditions of this Agreement, the Company will performshall, and will where applicable, shall cause its the Subsidiaries to performto, perform all obligations required to be performed by each the Company or any of them the Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and to do all such other commercially reasonable acts and things as may be reasonably necessary or desirable in order to consummate and make effective, as soon promptly as reasonably practicable, the transactions Arrangement contemplated hereby in this Agreement and, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries toshall: (ai) promptly advise upon approval of the Purchaser Rights Plan Waiver Resolution and upon receipt of the requisite approval of the TSX, forthwith execute and deliver the Rights Plan Amending Agreement and cause such agreement to be and remain in writing of any eventfull force and effect, change unamended; (ii) use best efforts to satisfy or development cause to be satisfied as soon as reasonably practicable all the conditions precedent that has resulted in, or that are set forth in Article 6 (to the Company’s Knowledge would have, a Material Adverse Effect extent the same is within its control); (iii) apply for (including preparing and filing promptly documents and submissions of information required or requested by any Governmental Entity in respect of such application) and use best efforts to obtain as promptly as practicable all Appropriate Regulatory Approvals required to be obtained by the CompanyCompany or any of the Subsidiaries in order for the Company to consummate the transactions contemplated hereby and, in doing so, keep Acquisitionco fully informed as to the status of the proceedings related to obtaining such Appropriate Regulatory Approvals; (biv) promptly advise the Purchaser in writing of any Action commenced orexcept where prohibited by Law, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, its Subsidiaries or its or their respective assets; (c) use best reasonable efforts to obtain (A) cooperate in all other third Person consentsrespects with Parent (including but not limited to, waiversproviding Parent with any information requested by it), Permitsin connection with any filing, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit application or otherwise required submission with a Governmental Entity in connection with the consummation transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement, (B) promptly notify Parent of any written communication to that party from any Governmental Entity and permit Parent to review in advance any proposed communication to any of the Transaction; andforegoing, (C) consult with Parent prior to participating in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby and provide Parent the opportunity to attend and participate in any such meeting, telephone call or discussion, and (D) furnish Parent with copies of all correspondence, filings, and written communications (or a reasonably detailed summary of any oral communications) between the Company and its representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated hereby; (dv) using its commercially reasonable use best efforts toto resolve such objections, on prior written approval of the Purchaserif any, oppose, lift or rescind any injunction, restraining as may be asserted by a Governmental Entity or other orderperson with respect to the transactions contemplated by this Agreement; (vi) diligently defend all lawsuits or other legal, decree regulatory or ruling seeking other proceedings to restrain, enjoin which the Company is a party challenging or otherwise prohibit affecting this Agreement or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement.transactions contemplated hereby; (2vii) The carry out the terms of the Interim Order and the Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on the Company will give or the Purchaser prompt notice of Subsidiaries with respect to the transactions contemplated hereby and by the Arrangement; (iviii) any written notice of any Dissent Rights exercised or purported use best efforts to have been exercised by lifted or rescinded any Company Shareholder received by injunction or restraining order or other order relating to the Company in relation which may adversely affect the ability of the parties to consummate the Meeting transactions contemplated hereby; (ix) effect all necessary registrations, filings and Arrangement Resolution and any withdrawal submissions of Dissent Rights received information required by Governmental Entities from the Company and, subject to applicable Laws, or any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company Subsidiaries in connection with the transactions contemplated hereby. Other ; (x) use best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts required to be obtained by the Company or a Subsidiary to consummate the transactions contemplated hereby which the failure to obtain would materially and adversely affect the ability of the Company or the Subsidiaries to consummate the transactions contemplated hereby; (xi) retain a proxy solicitation firm to actively solicit from Securityholders proxies in favour of the resolutions to be put before the Meeting; and (xii) use best efforts to cause the Meeting Date to be not later than December 21, 2007 (the “Meeting Date Deadline”); provided, however, that (A) if the board of directors of the Company determines in good faith that as required by applicable Lawa result of circumstances beyond the reasonable control of the Company (including the need to provide appropriate disclosures to Securityholders in advance of the Meeting and including the failure to obtain sufficient proxies to assure approval of the Arrangement Resolution), the Meeting cannot or should not be held on or prior to the Meeting Date Deadline, the Company may by written notice to Parent extend the Meeting Date Deadline on one or more successive occasions to a later date established by the board of directors and determined by the board of directors of the Company in good faith to be necessary or appropriate as a result of such circumstances beyond the reasonable control of the Company; provided further, that the Meeting Date Deadline may not be extended pursuant to this clause (A) to a date beyond January 22, 2008, and (B) if in the reasonable judgment of the Company, a breach of this Agreement by Parent or Acquisitionco results in a delay in the Meeting, the Meeting Date Deadline shall automatically be extended by the amount of time the Meeting has been delayed by such breach. (b) The Company shall not make any payment or settlement offer, or agree waive the application of Section 3.1 of the Rights Plan to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action an Acquisition Proposal unless the PurchaserAcquisition Proposal is a Superior Proposal, acting reasonably, provided that such waiver cannot be effective if the Arrangement Resolution shall have given its written consent to such payment, settlement offer or agreement, as applicablebeen approved by the requisite vote of the Securityholders at the Meeting.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions of this Agreement, the The Company will shall perform, and will shall cause its Subsidiaries subsidiaries to perform, all obligations required to be performed by each the Company or any of them its subsidiaries under this Agreement, cooperate co-operate with the Purchaser Acquireco in connection therewith, and to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby in this Agreement and, without limiting the generality of the foregoing, the Company will shall and, where appropriate, will shall cause its Subsidiaries subsidiaries to: (a) promptly advise use commercially reasonable efforts to satisfy (or cause the Purchaser in writing of any event, change or development that has resulted in, or that satisfaction of) the conditions precedent to the Company’s Knowledge obligations hereunder as set forth in Article 6 to the extent the same are within its control and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using commercially reasonable efforts to: (i) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or otherwise required to be effected by the Company or its subsidiaries in connection with the Arrangement (including for greater certainty any required filings with the Federal Communications Commission); and (ii) co-operate with each of Parent and Acquireco in connection with its performance of its obligations hereunder. Subject to the terms and conditions herein provided, the Company shall not knowingly take or cause to be taken any action which would have, a Material Adverse Effect in respect reasonably be expected to prevent or materially delay the consummation of the Companytransactions contemplated hereby; (b) promptly advise use commercially reasonable efforts to obtain from each member of the Purchaser Board of Directors customary mutual releases from all claims and potential claims in writing respect of the period prior to the Effective Time, in form satisfactory to Acquireco and the Company, acting reasonably; (c) use commercially reasonable efforts to obtain, all consents, waivers or approvals under all Contracts set forth in Schedule 5.2(c) of the Company Disclosure Letter, including waivers required in connection with any change of control provisions contained in any agreements or other arrangements with respect to Financial Indebtedness of the Company or any of its subsidiaries; (d) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company or its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and give Acquireco the opportunity to participate in the defence or settlement of any Action such proceedings and not agree to any settlement in connection with any such proceeding without Acquireco’s prior consent (such consent not to be unreasonably withheld or delayed); and (e) except as prohibited by applicable Laws, promptly notify Acquireco of the occurrence of any of the following or any matter or event that has resulted, or is reasonably likely to result, in (i) any condition to the transactions contemplated hereby and set forth in Section 6.2 not being satisfied; (ii) the failure of the Company to perform any obligation to be performed by it under this Agreement such that any condition set forth in Article 6 would not be satisfied; (iii) any notice or other communication from any person in connection with the Arrangement or any of the other transactions contemplated in this Agreement (excluding any notices or communications relating to an Acquisition Proposal or Superior Proposal, which the Parties agree are dealt with in Article 7), and a copy of any such notice or communication (if in written form) shall be promptly furnished to Acquireco; (iv) any actions, suits, claims, investigations or proceedings commenced or, to its knowledgethe knowledge of the Company, threatened against, relating to or involving or otherwise affecting the CompanyCompany or any of its subsidiaries that, its Subsidiaries if pending on the date of this Agreement, would have been required to be disclosed in the Company Disclosure Letter, or its or their respective assets; (c) use best reasonable efforts that relate to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (d) using its commercially reasonable efforts to, on prior written approval of the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging of the Arrangement or other transactions contemplated by this Agreement. ; and (2) The Company will give the Purchaser prompt notice of (iv) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim agreements or other Action unless arrangements with respect to Financial Indebtedness of the PurchaserCompany or any of its subsidiaries; provided, acting reasonablyhowever, that, in each case, no such notification shall have given its written consent affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to such payment, settlement offer or agreement, as applicablethe obligations of the parties under this Agreement.

Covenants of the Company Regarding the Arrangement. (1a) Subject to the provisions terms and conditions of this Agreement, the Company will perform, shall and will shall cause its Subsidiaries subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoingCompany in Article 2): (i) promptly, and in any event within ten Business Days following the date of this Agreement, provide to the Purchaser (if such agreement remains in effect and if providing a copy of such agreement is not expressly prohibited by the terms of such agreement) a copy of each confidentiality and/or standstill agreement which has been entered into by the Company will and, where appropriate, will cause its Subsidiaries to: (a) promptly advise the Purchaser in writing of and any event, change or development that has resulted in, or that third party prior to the Company’s Knowledge would have, a Material Adverse Effect in respect of the Companydate hereof; (bii) promptly advise subject to the Purchaser Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution of this Agreement, the support of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in writing of any Action commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Section 2.5(d)) and the Company, its Subsidiaries or its or their respective assetsCompany Board Recommendation; (c) use best reasonable efforts to obtain all other third Person consents, waivers, Permits, including Cannabis Licenses, exemptions, orders, approvals, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with the consummation of the Transaction; and (diii) using its commercially reasonable efforts toto obtain all necessary waivers, on prior written approval consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete the Arrangement as set out in Section 4.3(a)(iii) of the Company Disclosure Letter; (iv) refraining from taking any action, or not failing to take any action, in either case that would prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code; (v) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and exemptions under U.S. state securities laws in respect of the Consideration Shares and Replacement Options; and (vi) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefend all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which it is a party or brought other Proceedings against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to challenging or affecting this Agreement or the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf completion of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableArrangement.

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this Agreement, the Company will perform, and will cause its Subsidiaries to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, without limiting the generality of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries toincluding: (a) promptly advise publicly announcing the Purchaser in writing entering into of any eventthis Agreement, change or development that has resulted in, or that the unanimous support of the Special Committee and the Board of Directors of the Arrangement (including the execution of the Voting Agreements by the Key Shareholders and the Principal Shareholder Agreements with the Principal Shareholders) and the unanimous recommendation of the Special Committee and the Board of Directors to the Company’s Knowledge would have, a Material Adverse Effect Shareholders to vote in respect favour of the CompanyArrangement Resolution; (b) promptly advise using its commercially reasonable efforts to assist the Purchaser in writing of any Action commenced orin, to its knowledge, threatened against, obtaining all Required Regulatory Approvals relating to the Purchaser or involving relating to the Company or otherwise affecting any of its subsidiaries which are customarily applied for by a purchaser in transactions of this nature; provided that the CompanyCompany and/or its subsidiaries will not be required to make any applications of the Purchaser under applicable Law, its Subsidiaries but will rather provide the Purchaser with any information regarding the Company required for such applications made by, on behalf of, or its or their respective assetsjointly with the Purchaser; (c) use best using its commercially reasonable efforts to obtain all other third Person consents, necessary waivers, Permitsconsents and approvals required to be obtained by the Company or the Company Entities from other persons, including Cannabis Licensesincluding, exemptionswithout limitation, ordersthe Required Regulatory Approvals; provided, approvalshowever, agreementsthat, amendments and modifications notwithstanding anything to Contracts that are necessary to permit or otherwise required the contrary in this Agreement, in connection with the consummation obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, none of the Transaction; andCompany or any of the Company Entities will be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation other than such fees or expenses contemplated by the terms of such Contract unless requested by the Purchaser; (d) using its (i) commercially reasonable efforts toto have all Lock-Up Shareholders to enter into the Lock-up Agreement prior to the Closing, on and (ii) best efforts to have all Key Shareholders enter into Voting Agreements prior written approval to the Company Meeting; (e) applying for and using its commercially reasonable efforts to obtain all Required Regulatory Approvals relating to the Company or any of the PurchaserCompany Entities which are customarily applied for by an offeree and, opposein doing so, lift or rescind any injunction, restraining or other order, decree or ruling seeking keeping the Purchaser reasonably informed as to restrain, enjoin or otherwise prohibit or adversely affect the consummation status of the Arrangement and defendproceedings related to obtaining such Required Regulatory Approvals, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give including providing the Purchaser prompt notice with copies of all related applications and notifications (i) any written notice other than, subject to Section 6.1(b), Confidential Data contained in such applications and notifications), in draft form, in order for the Purchaser to provide its reasonable comments thereon, and copies of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder all notices and correspondence received by the Company from any Governmental Authority with respect thereto; (f) promptly advising the Purchaser of any requests by a Governmental Authority for any substantive meeting or discussion (whether in relation person, by telephone or otherwise) in respect of any filing, investigation or inquiry concerning the Arrangement and providing the Purchaser the opportunity to attend or have its Representatives attend and participate thereat (except to the Meeting extent that in any such case the Governmental Authority expressly requests that the Purchaser and Arrangement Resolution and any withdrawal of Dissent Rights received by its Representatives should not be present at the Company and, subject to applicable Laws, any written communications sent by meeting or on behalf discussion or part or parts of the Company to any Company Shareholder exercising meeting or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicable.discussion);

Covenants of the Company Regarding the Arrangement. (1) Subject to the provisions terms and conditions of this AgreementAgreement and to Section 4.7 of this Agreement in relation to the Regulatory Approvals, the Company will perform, shall and will shall cause its Subsidiaries subsidiary to perform, perform all obligations required to be performed by each of them the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate complete the Arrangement and make effective, as soon as reasonably practicable, the other transactions contemplated hereby andhereby, including (without limiting the generality obligations of the foregoing, the Company will and, where appropriate, will cause its Subsidiaries to:in Article 2): (a) promptly advise the Purchaser in writing of any event, change or development that has resulted in, or that subject to the CompanyPurchaser’s Knowledge would haveprior review and approval as contemplated by Section 2.2(a), a Material Adverse Effect in respect publicly announcing the execution of this Agreement, the support of the CompanyCompany Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendation; (b) promptly advise using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Purchaser Company and its subsidiary from other parties to any Company Material Contracts in writing of any Action commenced or, order to its knowledge, threatened against, relating to or involving or otherwise affecting complete the Company, its Subsidiaries or its or their respective assetsArrangement; (c) use best cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to obtain all other third Person consents, assist the Purchaser in obtaining the waivers, Permitsconsents and approvals referred to in Section 4.5(b), including Cannabis Licensesprovided, exemptionshowever, ordersthat, approvalsnotwithstanding anything to the contrary in this Agreement, agreements, amendments and modifications to Contracts that are necessary to permit or otherwise required in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the consummation of the Transaction; andCompany will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (d) using its commercially reasonable efforts to, on prior written approval to carry out all actions necessary to ensure the availability of the exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (e) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defenddefend all lawsuits or other legal, regulatory or cause to be defended, any proceedings to which it is a party or brought other Proceedings against it or its directors or officers challenging the Arrangement or this Agreement. (2) The Company will give the Purchaser prompt notice of (i) any written notice of any Dissent Rights exercised or purported to have been exercised by any Company Shareholder received by the Company in relation to challenging or affecting this Agreement or the Meeting and Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf completion of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution and (ii) any claim or other Action commenced (or, to the Company’s Knowledge, threatened) by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated hereby. Other than as required by applicable Law, the Company shall not make any payment or settlement offer, or agree to any settlement, prior to the Effective Time with respect to any such dissent, notice or instrument or claim or other Action unless the Purchaser, acting reasonably, shall have given its written consent to such payment, settlement offer or agreement, as applicableArrangement.