Common use of Fairness Opinions and Directors’ Approvals Clause in Contracts

Fairness Opinions and Directors’ Approvals. As of the date hereof: (i) each of the Financial Advisor and the Independent Financial Advisor has delivered an oral opinion to the Company Special Committee and the Company Board to the effect that as of the date hereof, subject to the assumptions and limitations set out therein, the Consideration to be received under the Arrangement is fair from a financial point of view to the Company Shareholders other than the Purchaser and/or its affiliates; (ii) the Company has been authorized by each of the Financial Advisor and Independent Financial Advisor to permit inclusion of the Fairness Opinions and references thereto and summaries thereof in the Company Circular; and the Company Board has unanimously (A) determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders, (B) resolved to recommend to the Company Shareholders that they vote in favour of the Arrangement Resolution and (C) approved: (i) the Arrangement pursuant to the Plan of Arrangement; and (ii) the execution and performance of this Agreement.

Fairness Opinions and Directors’ Approvals. As of the date hereof: (i) each of the Financial Advisor and the Independent Financial Advisor Advisors has delivered an oral opinion to the Company Company, Special Committee and the Company Board Board, as applicable, to the effect that as of the date hereofthereof, subject to the assumptions and limitations set out therein, the Consideration consideration to be received by the Company Floating Shareholders under the Arrangement is fair from a financial point of view to the Company Floating Shareholders other than the Purchaser Purchaser, Canopy and/or its their respective affiliates;; and (ii) the Company has been authorized by each of the Financial Advisor and Independent Financial Advisor to permit inclusion of the include its Fairness Opinions Opinion and references thereto and summaries a summary thereof in the Company Circular; and the Company Board has unanimously (with directors abstaining or recusing themselves as required by applicable Law) (A) determined that the Arrangement is in the best interests of the Company and is fair to the Company Floating Shareholders, (B) resolved to recommend to the Company Floating Shareholders that they vote in favour of the Arrangement Resolution Resolution, and (C) approved: (i) the Arrangement pursuant to the Plan of Arrangement; and (ii) the execution and performance of this Agreement.