Common use of Effect of the Amalgamation Clause in Contracts

Effect of the Amalgamation. On the Effective Date of the Amalgamation, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) CMI and Genterra shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.7 hereof and with the effect set out in Section 179 of the OBCA, unless the Amalgamation does not proceed; (b) immediately upon the amalgamation of CMI and Genterra to form Amalco as set forth in Subsection 2.6(a): (i) each CMI Share issued and outstanding on the Effective Date (other than CMI Shares held by Dissenting Shareholders, to whom Subsection 3.1(b) applies, and the 24 CMI Shares owned by Genterra, which shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into one (1) Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to Holders of CMI Shares; (ii) each three and six-tenths Genterra Common Shares issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which shall be cancelled pursuant to Clause 2.6(b)(v)) shall be converted into one Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to holders of Genterra Common Shares; (iii) each one Genterra Class A Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class A Preference Share and provided that fractional Amalco Class A Preference Shares shall not be issued to holders of Genterra Class A Preference Shares; (iv) each one Genterra Class B Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; and (v) each of the 292,117 Genterra Common Share owned by CMI and each of the 24 CMI Shares owned by Genterra shall be cancelled; and (c) with respect to the CMI Shares and the Genterra Shares exchanged in accordance with Subsection 2.6(b): (i) the Holders thereof shall cease to be the holder of such CMI Shares and Genterra Shares, and the name of such holder shall be removed from the register of holders of such CMI Shares or Genterra Shares, as the case maybe; (ii) the certificates (if any) representing any CMI Shares and Genterra Shares shall be deemed to have been cancelled as of the Effective Date; (iii) the holders thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Subsection 2.6(b); (iv) any fractional interests resulting from the transactions provided for in Subsection 2.6(b) shall be rounded up or down to the nearest whole Amalco Share; provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.

Effect of the Amalgamation. On the Effective Date of the AmalgamationDate, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) CMI Newco and Genterra Interrobang shall amalgamate to form Amalco and shall continue as one company corporation under the OBCA in the manner set out in Section 2.7 2.6 hereof and with the effect set out in Section 179 of the OBCA, unless the Amalgamation does not proceed; (b) immediately upon the amalgamation of CMI Interrobang and Genterra Newco to form Amalco as set forth in Subsection 2.6(a):Section 2.4: (i) each CMI one Interrobang Convertible Debenture will then be immediately exchanged for one Pharmadrug Convertible Debenture, and the Interrobang Convertible Debentures thus exchanged shall be cancelled without reimbursement of the capital represented by such securities; (ii) each one Interrobang Share issued and outstanding on the Effective Date (other than CMI Shares held by Dissenting ShareholdersDate, to whom Subsection 3.1(b) appliesshall be exchanged for one Pharmadrug Share, and the 24 CMI Interrobang Shares owned by Genterra, which thus exchanged shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into one (1) Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to Holders without reimbursement of CMI Sharesthe capital represented by such securities; (iiiii) each three one Interrobang Warrant issued and six-tenths Genterra Common Shares outstanding on the Effective Date, shall be exchange for one Pharmadrug Warrant, and the Interrobang Warrants thus exchanged shall be cancelled without reimbursement of the capital represented by such securities; (iv) each one Interrobang Finders Warrant issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which shall be cancelled pursuant to Clause 2.6(b)(v)) shall be converted into one Amalco Common Share Pharmadrug Finders Warrants, on substantially the same terms except as may be required by the Exchange, and provided that fractional Amalco Common Shares which shall not be issued to holders provide for an exercise price per Pharmadrug Unit of Genterra Common Shares$0.05; (iii) each one Genterra Class A Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class A Preference Share and provided that fractional Amalco Class A Preference Shares shall not be issued to holders of Genterra Class A Preference Shares; (iv) each one Genterra Class B Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; and (v) Pharmadrug shall receive one fully-paid and non-assessable common share of Amalco for each of the 292,117 Genterra Common one Newco Share owned held by CMI and each of the 24 CMI Pharmadrug, following which all such Newco Shares owned by Genterra shall be cancelled; and (vi) in consideration for the issue by Pharmadrug of the Pharmadrug Shares pursuant to this subsection 2.5(b), Amalco shall issue to Pharmadrug one fully-paid and non-assessable common share of Amalco for each Pharmadrug Share issued; (c) with respect to each of the CMI Shares and the Genterra Shares Interrobang Securities exchanged in accordance with Subsection 2.6(bsubsection 2.5(b): (i) the Holders thereof shall cease to be the holder holders of such CMI Shares and Genterra Shares, Interrobang Securities and the name of each such holder Holder shall be removed from the register of holders Holders of such CMI Shares or Genterra Shares, as the case maybeInterrobang Securities; (ii) the certificates (if any) representing any CMI Shares and Genterra Shares Interrobang Securities shall be deemed to have been cancelled as of the Effective DateDate and certificates representing the number of Pharmadrug Securities issuable to each Holder of Interrobang Securities will be issued to the holders of the Interrobang Securities; (iii) the holders thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Subsection 2.6(b); (iv) any fractional interests resulting from the transactions provided for in Subsection 2.6(bsubsection 2.5(b) shall be rounded up or down to the nearest whole Amalco SharePharmadrug Security with half fractions being rounded up; provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.

Effect of the Amalgamation. On the Effective Date of the Amalgamation, the The following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) CMI at the Effective Time, Subco and Genterra Target shall amalgamate to form Amalco and shall continue as one company under the OBCA BCBCA in the manner set out in Section 2.7 2.8 hereof and with the effect set out in Section 179 270 of the OBCA, unless the Amalgamation does not proceedBCBCA; (b) immediately upon the amalgamation of CMI Subco and Genterra Target to form Amalco as set forth in Subsection Section 2.6(a): (i) each CMI Target Share issued and outstanding on immediately prior to the Effective Date (other than CMI Shares Time held by a Dissenting Shareholders, Target Shareholder will become an entitlement to whom Subsection 3.1(b) applies, and be paid the 24 CMI Shares owned by Genterra, which shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into one (1) Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to Holders fair value of CMI Sharessuch share; (ii) each three and six-tenths Genterra Common Shares one (1) Target Share (other than those held by Dissenting Target Shareholders) issued and outstanding on immediately before the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which Time shall be cancelled pursuant to Clause 2.6(b)(v)exchanged for one (1) shall be converted into one Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to holders of Genterra Common SharesIssuer Consideration Share; (iii) each one Genterra Class A Preference (1) Subco Share issued and outstanding on immediately before the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) Time shall be converted into exchanged for one (1) Amalco Class A Preference Share and provided that fractional Amalco Class A Preference Shares shall not be issued to holders of Genterra Class A Preference Shares; (iv) each one Genterra Class B Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; and (v) each of the 292,117 Genterra Common Share owned by CMI and each of the 24 CMI Shares owned by Genterra shall be cancelled; and (c) with respect to the CMI Shares and the Genterra Shares exchanged in accordance with Subsection 2.6(b): (i) the Holders thereof shall cease to be the holder of such CMI Shares and Genterra Shares, and the name of such holder shall be removed from the register of holders of such CMI Shares or Genterra Shares, as the case maybe; (ii) the certificates (if any) representing any CMI Shares and Genterra Subco Shares shall be deemed to have been cancelled as of the Effective DateTime; (iiiiv) in consideration of the issuance of the Issuer Consideration Shares pursuant to Section 2.6(b)(ii), Amalco shall issue to the Issuer one (1) Amalco Share for each Issuer Consideration Share so issued; (v) the Target Shareholders shall cease to be the holders thereof of the Target Shares and the name of such Target Shareholders shall be removed from the share register of holders of Target Shares; (vi) the Target Shares shall be deemed to have been cancelled as of the Closing Date, any and all rights the Target Shareholders may have in or to any securities of Target shall automatically (without any further action) be absolutely terminated and cancelled; and (vii) the Target Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Subsection this Section 2.6(b); (iv) any fractional interests resulting from the transactions provided for in Subsection 2.6(b) shall be rounded up or down to the nearest whole Amalco Share; provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.

Effect of the Amalgamation. On At the Effective Date of the AmalgamationTime, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) CMI Danbel Subco and Genterra MariCann shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.7 2.6 hereof and with the effect as set out in Section 179 of the OBCA, unless the Amalgamation does not proceed; (b) immediately upon the amalgamation of CMI and Genterra to form Amalco as set forth in Subsection 2.6(a):Amalgamation: (i) each CMI Share issued and outstanding on the Effective Date (other than CMI Shares held by Dissenting Shareholders, to whom Subsection 3.1(b) applies, and the 24 CMI Shares owned by Genterra, which shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into Each one (1) Amalco Common MariCann Share shall be exchanged for one (1) fully-paid and provided that fractional Amalco Common Shares shall not be issued to Holders of CMI Sharesnon-assessable Resulting Issuer Share; (ii) each three and six-tenths Genterra Common Shares issued and outstanding Each one (1) MariCann Existing Option shall be continued into/replaced with one (1) Resulting Issuer Option at exercise prices adjusted based on the Effective Date (other than Genterra Shares held by Dissenting Shareholderssame exchange ratio and otherwise with the same terms and conditions, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which shall be cancelled pursuant to Clause 2.6(b)(v)) shall be converted into one Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to holders of Genterra Common Sharesmutatis mutandis; (iii) each Each one Genterra Class A Preference Share issued and outstanding (1) MariCann Existing Compensation Option shall be continued into/replaced with one (1) Resulting Issuer Compensation Option at exercise prices adjusted based on the Effective Date (other than Genterra Shares held by Dissenting Shareholderssame exchange ratio and otherwise with the same terms and conditions, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class A Preference Share and provided that fractional Amalco Class A Preference Shares shall not be issued to holders of Genterra Class A Preference Sharesmutatis mutandis; (iv) each Each one Genterra Class B Preference Share issued and outstanding (1) MariCann Existing Warrant shall be continued into/replaced with one (1) Resulting Issuer Warrant at exercise prices adjusted based on the Effective Date (other than Genterra Shares held by Dissenting Shareholderssame exchange ratio and otherwise with the same terms and conditions, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; andmutatis mutandis; (v) each of the 292,117 Genterra Common Each Danbel Subco Share owned by CMI and each of the 24 CMI Shares owned by Genterra shall be cancelled; andexchanged for one (1) fully-paid and non-assessable Amalco Share; (c) with respect to each of the CMI Shares and the Genterra Shares MariCann Securities, exchanged in accordance with Subsection 2.6(bSection 2.5(b): (i) the Holders holders thereof shall cease to be the holder holders of such CMI Shares and Genterra MariCann Shares, MariCann Existing Options, MariCann Existing Compensation Options or MariCann Existing Warrants, as the case may be, and the name of each such holder shall be removed from the applicable register of holders of such CMI Shares or Genterra Shares, as the case maybe;MariCann Securities; and (ii) the certificates (if any) representing any CMI Shares and Genterra Shares MariCann Securities shall be deemed to have been cancelled as of the Effective Date; (iii) the holders thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Subsection 2.6(b); (iv) any fractional interests resulting from the transactions provided for in Subsection 2.6(b) shall be rounded up or down to the nearest whole Amalco Share; provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.

Effect of the Amalgamation. On the Effective Date of the AmalgamationDate, the following shall occur and shall be deemed to occur in the following order without any further act or formality: (a) CMI Newco and Genterra Interrobang shall amalgamate to form Amalco and shall continue as one company corporation under the OBCA in the manner set out in Section 2.7 2.6 hereof and with the effect set out in Section 179 of the OBCA, unless the Amalgamation does not proceed; (b) immediately upon the amalgamation of CMI Interrobang and Genterra Newco to form Amalco as set forth in Subsection 2.6(a):Section 2.4: (i) each CMI one Interrobang Convertible Debenture will then, pursuant to the terms of the indenture governing the Interrobang Convertible Debentures, be immediately exchanged for one Pharmadrug Convertible Debenture, and the Interrobang Convertible Debentures thus exchanged shall be cancelled without reimbursement of the capital represented by such securities; (ii) each one Interrobang Share issued and outstanding on the Effective Date (other than CMI Shares held by Dissenting ShareholdersDate, to whom Subsection 3.1(b) appliesshall be exchanged for one Pharmadrug Share, and the 24 CMI Interrobang Shares owned by Genterra, which thus exchanged shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into one (1) Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to Holders without reimbursement of CMI Sharesthe capital represented by such securities; (iiiii) each three one Interrobang Debenture Warrant issued and six-tenths Genterra Common Shares outstanding on the Effective Date, shall, pursuant to the terms of the indenture governing the Interrobang Debenture Warrants, be exchanged for one Pharmadrug Debenture Warrant, and the Interrobang Debenture Warrants thus exchanged shall be cancelled without reimbursement of the capital represented by such securities; (iv) each one Interrobang Warrant issued and outstanding on the Effective Date, shall, pursuant to the terms of the certificates governing the Interrobang Warrants, be exchanged for one Pharmadrug Warrant, and the Interrobang Warrants thus exchanged shall be cancelled without reimbursement of the capital represented by such securities; (v) each one Interrobang Finders Option issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholdersshall, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which shall be cancelled pursuant to Clause 2.6(b)(v)) shall the terms of the certificates governing the Interrobang Finders Options, be converted into one Amalco Common Share and provided that fractional Amalco Common Shares shall not Pharmadrug Finders Option, on substantially the same terms except as may be issued to holders of Genterra Common Sharesrequired by the Exchange; (iiivi) Pharmadrug shall receive one fully-paid and non-assessable common share of Amalco for each one Genterra Class A Preference Newco Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting ShareholdersPharmadrug, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class A Preference Share and provided that fractional Amalco Class A Preference following which all such Newco Shares shall not be issued to holders of Genterra Class A Preference Shares; (iv) each one Genterra Class B Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; and (v) each of the 292,117 Genterra Common Share owned by CMI and each of the 24 CMI Shares owned by Genterra shall be cancelled; and (vii) in consideration for the issue by Pharmadrug of the Pharmadrug Shares pursuant to this subsection 2.5(b), Amalco shall issue to Pharmadrug one fully-paid and non-assessable common share of Amalco for each Pharmadrug Share issued; (c) with respect to each of the CMI Shares and the Genterra Shares Interrobang Securities exchanged in accordance with Subsection 2.6(bsubsection 2.5(b): (i) the Holders thereof shall cease to be the holder holders of such CMI Shares and Genterra Shares, Interrobang Securities and the name of each such holder Holder shall be removed from the register of holders Holders of such CMI Shares or Genterra Shares, as the case maybeInterrobang Securities; (ii) the certificates (if any) representing any CMI Shares and Genterra Shares Interrobang Securities shall be deemed to have been cancelled as of the Effective DateDate and certificates representing the number of Pharmadrug Securities issuable to each Holder of Interrobang Securities will be issued to the holders of the Interrobang Securities; (iii) the holders thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange or transfer such securities in accordance with Subsection 2.6(b); (iv) any fractional interests resulting from the transactions provided for in Subsection 2.6(bsubsection 2.5(b) shall be rounded up or down to the nearest whole Amalco SharePharmadrug Security with half fractions being rounded up; provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.