Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The Company has made available to Parent the financial statements attached to Section 4.6(a) of the Company Disclosure Letter (collectively, the “Company Financials”). (b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, have been prepared in accordance with IFRS, consistently applied, and fairly present, in all material respects, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Business. (c) The books of account of each Acquired Company are prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principles, as the case may be. (d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amount. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respects.

Financial Matters. (ai) The Company has made available to Parent Financial Statements and the notes thereto together with the independent auditors’ report thereon present fairly in all material respects the financial statements attached to Section 4.6(a) position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company Disclosure Letter (collectively, the “Company Financials”). (b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, its consolidated Subsidiaries; such financial statements have been prepared in accordance with IFRSGAAP applied on a consistent basis throughout the periods involved, consistently appliedexcept as may be expressly stated in the related notes thereto. (ii) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company or any of its Subsidiaries with unconsolidated entities or other Persons. (iii) The Company maintains (i) “effective internal control over financial reporting” as defined in, and fairly presentin compliance with, in all material respectsRules 13a-15 and 15d-15 under the Exchange Act, the financial position and results (ii) a system of the operations of the applicable Acquired Companies as of the times and for the periods referred internal accounting controls sufficient to therein provide reasonable assurance that: (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that A) transactions are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established executed in accordance with IFRS andmanagement’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been no material weakness in its internal control over financial reporting (whether or not remediated). (iv) Since the date of the Financial Statements, there has been no change in the Company’s good faith business judgementinternal control over financial reporting that has materially affected, are adequate for or is reasonably likely to materially affect, the operation of the Business in the Ordinary Course of BusinessCompany’s internal control over financial reporting. (cv) The books of account of each Acquired Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act), that are prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principlesdesigned to ensure that material information relating to the Company, as the case may be. (d) To including its Subsidiaries, is made known to the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of principal executive officer and its principal financial statements or the internal accounting officer by others within those entities and such disclosure controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that procedures are not material to such Acquired Company in amount. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct effective in all material respectsrespects to perform the functions for which they were established.

Financial Matters. (a) The Company Managing Member has made available heretofore furnished to Parent the Administrative Agent copies of the audited consolidated statements of financial condition of the Consolidated Entities as of December 31, 2012, 2013 and 2014, in each case with the related statements of operations, comprehensive income, shareholders’ equity and cash flows for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon. Such financial statements attached to Section 4.6(a) of the Company Disclosure Letter (collectively, the “Company Financials”). (b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, have been prepared in accordance with IFRS, GAAP consistently applied, applied throughout the period covered thereby and present fairly present, in all material respects, the financial position condition of the Consolidated Entities on a consolidated basis as of the respective dates thereof and the results of the operations of the applicable Acquired Companies Consolidated Entities on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Consolidated Entities of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) With respect to any Projections delivered pursuant to Section 6.2(d), in the good faith opinion of management of the Managing Member, the assumptions used in the preparation of any such Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the times date such Projections are delivered to the Administrative Agent. With respect to any such Projections and for other estimates or other forward-looking statements, the periods referred Managing Member represents only that such information was prepared in good faith based upon assumptions, and subject to therein (exceptsuch qualifications, in believed to be reasonable at the case time of preparation and any Projections and other forward looking information are not to be viewed as facts or as a guarantee of performance of achievement of any particular results and that actual results may vary from projected results, many of which are beyond the control of the Interim Company FinancialsConsolidated Entities and their respective officers, for the absence of footnotes managers, directors and normal yearemployees, and that such variances may be material. No assurance can be given that any Projections or other forward-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Businesslooking information will be realized. (c) The books After giving effect to the consummation of account the transactions contemplated hereby, each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of each Acquired Company are prepared its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and maintained matured in form their ordinary course), and substance adequate for preparing financial statements (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature in accordance with IFRS or U.S. generally accepted accounting principles, as the case may betheir ordinary course. (d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued the board of directors of any Consolidated Entity, a committee thereof or reserved against in an Authorized Officer of any Consolidated Entity has concluded that any financial statement previously furnished to the Company Financials; Administrative Agent should no longer be relied upon because of an error, nor (ii) Liabilities has any Consolidated Entity been advised by its auditors that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement a previously issued audit report or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are interim review cannot material to such Acquired Company in amountbe relied on. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respects.

Financial Matters. (a) The Company has made available to Parent Audited Financial Statements are attached hereto as Exhibit I and the financial statements Interim Financial Statements are attached to Section 4.6(ahereto as Exhibit J. The Financial Statements (i) were prepared in conformity with GAAP, (ii) have been prepared from the books and records of the Company Disclosure Letter and the GAAP Reporting Entities, and (collectivelyiii) fairly present (subject, in the case of the Interim Financial Statements, to year-end audit adjustments and the absence of notes), in all material respects, the “consolidated financial position of the Company Financials”and the GAAP Reporting Entities as of the date thereof and the consolidated results of operations and cash flows of the Company and the GAAP Reporting Entities for the period then ended. Neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise), other than liabilities and obligations (1) set forth or reflected or reserved against in the Financial Statements, (2) incurred in the Ordinary Course of Business since the Balance Sheet Date, (3) incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents or (4) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The Company Financials and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that (including any notes theretoi) transactions are derived from and are executed in accordance with the books management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and records of the applicable Acquired Company. The Company Financialsto maintain accountability for assets, have been prepared (iii) access to assets is permitted only in accordance with IFRS, consistently applied, management’s general or specific authorization and fairly present, in all material respects, (iv) the financial position recorded accountability for assets is compared with the existing assets at reasonable intervals and results of the operations of the applicable Acquired Companies as of the times and for the periods referred appropriate action is taken with respect to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Businessany differences. (c) The books records, systems, controls, data and information of account Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of each Acquired Company are prepared (including all means of access thereto and maintained in form therefrom). The Company (x) has implemented and substance adequate for preparing maintains disclosure controls and procedures to ensure that material information relating to the Company and its Subsidiaries is made known to the chief executive officer and the chief financial statements in accordance with IFRS or U.S. generally accepted accounting principlesofficer of the Company by others within those entities and (y) has disclosed, as the case may be. (d) To based on its most recent evaluation, to the Company’s Knowledge, no independent accountant outside auditors and the audit committee of the Acquired CompaniesCompany’s Board of Managers (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, or any current or former Company Associateprocess, has identified or been made aware of summarize and report financial information and (ii) any fraud, whether or not material, that involves management or current or former Company Associates other employees who have a significant role in the preparation of Company’s internal controls over financial statements or reporting. These disclosures were made in writing by management to the internal accounting controls utilized by the Acquired Companies Company’s auditors and that is related to such roleaudit committee, or any claim or allegation regarding any and, as of the foregoing. (e) Neither date hereof, the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts made available true and complete copies of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related such disclosures to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amountPurchaser. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respects.

Financial Matters. ‌ (a) The Company has made available to Parent the financial statements attached to Section 4.6(a) of the Company Disclosure Letter (collectively, the “Company Financials”).Financials”).‌ (b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, have been prepared in accordance with IFRS, consistently applied, and fairly present, in all material respects, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Business. (c) The books of account of each Acquired Company are prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principles, as the case may be. (d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amount. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respects.

Financial Matters. (a) The To the Knowledge of the Sellers, as of their respective dates, the Company has made available delivered to Parent Purchaser true and complete copies of Financial Statements with respect to the Company and its business as of and for the years ended December 31, 2010 and 2009, and as of and for the three months ended March 31, 2011 (the “Financial Statements”), and said Financial Statements are attached hereto as Schedule 3.8(a). All of such Financial Statements present fairly in all material respects the financial statements attached to Section 4.6(a) condition and results of operations of the Company Disclosure Letter (collectively, for the “Company Financials”). (b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records dates or periods indicated thereon. All of the applicable Acquired Company. The Company Financials, such Financial Statements have been prepared in accordance with IFRSU.S. GAAP applied on a consistent basis throughout the periods indicated. Except as expressly set forth in such Financial Statements, consistently appliedsince December 31, 2010, there has not been any (i) extraordinary item, (ii) item affecting comparability, (iii) revaluation, reclassification or appreciation of any asset or property, (iv) capital gain, (v) overpriced sale or other revenue, (vi) under-priced expenditure or other cost, or (vii) cancellation of depreciation. (b) To Sellers’ Knowledge, there are no liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable, known or unknown, and fairly presentthere are no existing conditions, situations or set of circumstances which could reasonably be expected to result in all material respectssuch liabilities, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred to therein (except, other than liabilities reflected in or reserved against in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected balance sheet included in the Company Financials have been established Financial Statements in accordance with IFRS andU.S. GAAP, liabilities arising in the Company’s good faith ordinary course of business judgementas of March 31, are adequate for 2011, and liabilities arising in connection with this Agreement, the operation of Ancillary Agreements and the Business in the Ordinary Course of Businesstransactions contemplated hereby. (c) The books All of account the losses or profits carried forward of each Acquired the Company have been listed in Financial Statements. All such losses or profits carried forward are prepared valid and, in case of losses carried forward, can be utilized for Tax deduction purposes; it being understood and maintained agreed that the Sellers have not undertaken to understand any of the Purchasers’ or its Affiliates’ Tax attributes, and make no representation or warranty as to whether the Purchaser, the Company or any of their Affiliates shall in form and substance adequate for preparing financial statements in accordance with IFRS fact be entitled to utilize, or U.S. generally accepted accounting principlesrecognize or realize any deduction or Tax benefit associated with, any such losses carried forward, as the case may beto which there can be no assurance or guaranty. (d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role The Working Capital set forth in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that Financial Statements is related to such role, or any claim or allegation regarding any of the foregoingconsistent with past practice. (e) Neither The Financial Statements contain sufficient provisions for any pension liability, severance payments for employees and severance indemnities for agents, which is not funded, and the Company nor any other Acquired Company has any Liabilities of a type required to be reflected duly and regularly accrued on a balance sheet yearly basis, in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any respect of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or period up to and including the Closing Date the severance indemnities related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amountEmployees. (f) The CompanyExcept as otherwise set forth in Schedule 3.8(f), the accounts receivable reflected on a consolidated basisthe December 31, has (i) assets 2010 balance sheet included in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000the Financial Statements referenced in Section 3.8(a) and all of the Company’s accounts receivable arising since December 31, 2010 (iithe “Balance Sheet Date”) annual gross revenues during calendar year 2018 arose from sales bona fide transactions in or from Canadathe ordinary course of business, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereundergoods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.8(f), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December 31, 2010 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists. (g) Except as provided under the provisions of the agreements described in Schedule 3.8(g), the Company has and will have as of the Closing Date legal and beneficial ownership of its assets and properties, free and clear of any and all Liens, except where the failure to do so would not have a Material Adverse Effect. (h) The monthly sales report dated June 30Company has not received any unconditional or conditional shareholders’ contributions or any equity or other capital contributions of any nature that may involve any repayment obligations of the Company, 2019 other than the principal amount of the Xxxx Promissory Notes. (i) To the Knowledge of Xxxx, all accounts receivable are bona fide, good and made collectible, without any set off, counterclaim, restriction or Liens, and will be fully collectible and fully paid up on the later of (i) the date each account receivable falls due or (ii) the date falling six (6) months after the Closing Date. (j) All bank accounts and cash and cash equivalents of the Business are available to Parent is true the Company, free and correct in all material respectsclear of any Liens. (k) Neither the profits nor the financial position of the Company during the last three (3) years has been materially adversely affected by any Contract which was not negotiated on an arm’s length basis.

Financial Matters. (a) The Company has books of account and other financial records of Seller relating to the Transferred Business, all of which have been made available to Parent Buyer, are correct and complete in all material respects. Seller does not engage in or maintain any off-the-books accounts or transactions with respect to the financial statements attached to Section 4.6(a) of the Company Disclosure Letter (collectively, the “Company Financials”)Transferred Business. (b) The Company Financials Seller has previously delivered to Buyer correct and complete copies of (i) its audited consolidated balance sheets and consolidated statements of income, retained earnings and cash flows as of and for its fiscal year ended December 31, 2007, including any notes theretothe footnotes thereto (the “Audited Statements”), and (ii) are derived from an unaudited management adjusted interim balance sheet reflecting the assets and are in accordance liabilities of the Transferred Business as of July 31, 2008, and a statement of income and losses for the Transferred Business for the seven-months ended July 31, 2008 (the “Management Statements” and, together with the books and records Audited Statements, the "Financial Statements"). The Audited Statements fairly present in all material respects the consolidated financial condition of Seller as at the end of the applicable Acquired Company. The Company Financialsperiods covered thereby and the results of its consolidated operations and the changes in its consolidated financial position for the periods covered thereby, have been and were prepared in accordance with IFRS, consistently applied, and GAAP applied on a consistent basis throughout the periods covered thereby. The Management Statements fairly present, present in all material respects, respects the financial position and results of the operations of the applicable Acquired Companies as of the times and Transferred Business for the periods referred to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Businessperiod covered thereby. (c) The books Except as and to the extent otherwise disclosed in the Financial Statements or on Schedule 2.05, Seller has no material liabilities of account of each Acquired Company any kind involving the Transferred Business or the Assets, whether direct or indirect, fixed or contingent or otherwise, other than (i) liabilities which are prepared and maintained not required to be set forth in form and substance adequate for preparing financial statements the Financial Statements in accordance with IFRS GAAP and (ii) liabilities incurred in the ordinary course of business since July 31, 2008 (the "Financial Statement Date"). As used in this Agreement, an action taken by a Person will be deemed to have been taken in the "ordinary course of business" of such Person or U.S. generally accepted accounting principleswith respect to the Transferred Business only if that action (A) is consistent in nature, as scope and magnitude with the case may bepast practices of such Person or the Transferred Business and is taken in the ordinary course of the normal, day-to-day operations of such Person or the Transferred Business and (B) does not require authorization by the board of directors or shareholders of such Person. (d) To Seller is not insolvent, and will not be rendered insolvent by the Company’s Knowledge, no independent accountant consummation of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized transactions contemplated by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoingTransaction Documents. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amount. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder. (g) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respects.

Financial Matters. (a1) The Project Company has made available shall have provided the Investor with (i) the Project Company’s unaudited balance sheets for 2020, 2021 and 2022 and related statements of income and cash flows for such years (“Recent Three-Year Financial Statements”); and (ii) the Project Company’s unaudited balance sheet as of February 28, 2023 (“Management Account Date”) and related statements of income and cash flows corresponding thereto, and the balance sheet as of the end of the latest month prior to Parent the Closing Date and related statements of income and cash flows corresponding thereto (“Interim Financial Statements”, together with the “Recent Three-Year Financial Statements”, “Management Accounts”). Except as otherwise indicated in the notes thereto, the Management Accounts (i) have been prepared in all respects in accordance with the PRC GAAP applied on a consistent basis, except that the Interim Financial Statements are subject to year-end adjustments consistent with past practices (but such Interim Financial Statements are not misleading in any material respect, and do not materially overstate the value of the assets as of their respective preparation date or materially understate the liabilities of the Project Company as of their respective preparation date or materially overstate the profits of the Project Company for the periods applicable thereto), (ii) fairly present in all respects the financial statements attached to Section 4.6(acondition, operating results and cash flows (as the case may be) of the Project Company Disclosure Letter on or for the period as of the relevant Management Accounts, and (collectively, the “Company Financials”). (biii) The Company Financials (including any notes thereto) are derived from and are correspond in accordance all respects with the books and records of the applicable Acquired Project Company. The Company Financials, All such books and records are accurately recorded in all respects and have been prepared in accordance with IFRS, consistently applied, and fairly present, in all material respects, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Business. (c) The books of account of each Acquired Company are prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principles, as the case may be. (d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in amount. (f) The Company, on a consolidated basis, has (i) assets in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in accordance with the Competition Act (Canada) PRC GAAP and the regulations promulgated thereunderapplicable Laws. (g2) The monthly sales report dated June 30Project Company has no liability, 2019 claim, commitment, liability or obligation of whatever nature, whether known, unknown, definite, occurring, contingent or otherwise, or whether due or to become due, asserted or unasserted, except as disclosed or reserved for in the Management Accounts before the Management Accounts Date (to the extent required), incurred in the ordinary course of business based on the past practice of business operation of the Project Company after the Management Accounts Date, and there shall be no adverse effect on the Project Company. The Project Company has not provided any guarantee (including, without limitation, suretyship guarantee) in any form to any persons or created any Encumbrance or made available to Parent is true and correct in all material respectssuch covenant over any of its assets for the benefit of any other persons.

Financial Matters. (aA) The Company has made available to Parent the financial statements attached to Section 4.6(a) Xxxxxx Xxxxxxxx Report gives a true and fair view of the Company Disclosure Letter (collectively, state of affairs and financial position of the “Company Financials”)Group for the periods reported in it and of the Group's results for the relevant periods. (bB) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, have been Wuxi Accounts were prepared in accordance with IFRS, accounting principles and practices generally accepted in the PRC which have been consistently applied, applied and present fairly present, and accurately the financial situation of the Wuxi Joint Venture. (C) The Management Accounts are complete and accurate in all material respects, respects and fairly and accurately reflect the financial position and results of the operations Group at the date thereof and of the applicable Acquired Companies as of the times and its results for the periods referred to therein financial period ended on that date. (except, D) Each Group Company owns and will own free from encumbrance all its undertaking and assets shown or comprised in the case of relevant accounts and all such assets are in its possession or under its control. (E) No Group Company holds any security (including any guarantee or indemnity) which is not valid and enforceable by such Group Company against the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established grantor thereof in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Businessits terms. (cF) The books Management Accounts in respect of account of each Acquired Company are the Wuxi Joint Venture were prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. accounting principles and practices generally accepted accounting principles, as in the case may bePRC which have been consistently applied and present fairly and accurately the financial situation of the Wuxi Joint Venture. (dG) To Since the Company’s KnowledgeAccounts Date, no independent accountant there has not been: (i) any material adverse change in the business, prospects, financial condition, operations, or assets of the Acquired CompaniesGroup (taken as a whole); (ii) any damage, destruction, or loss, whether covered by insurance or not, materially adversely affecting business of the Group (taken as a whole); (iii) any sale, disposal, acquisition, transfer by any Group Company of any tangible or intangible property or asset other than in the ordinary course of business, any mortgage or pledge or the creation of any security interest, lien, or encumbrance on any such property or asset, or any current lease of property, including equipment, other than tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets; (iv) any transaction or former Company Associate, has identified or been made aware liability incurred which is not in the ordinary course of business of the relevant Group Company; (v) the lapse of any fraudpatent, whether utility models, design, trademark, trade name, service xxxx, copyright, or not materiallicense or any application with respect to the foregoing by any Group Company; (vi) the making of any material loan, that involves management advance, indemnity or current guaranty by any Group Company to or former Company Associates who have for the benefit of any person (except a role Group Company) except the creation of accounts receivable in the preparation ordinary course of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related business; or (vii) an agreement to such role, or any claim or allegation regarding do any of the foregoing. (eH) Neither The accounting books and records of each Group Company have been properly written up and present a true and fair view of all the transactions to which that Group Company nor has been a party and there are at the date hereof no material inaccuracies or discrepancies of any other Acquired kind contained or reflected in the said books and records. (I) No Group Company has any Liabilities material capital commitment or is engaged in any scheme or project requiring the expenditure of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course capital of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transactions; and (iv) Liabilities of an Acquired Company that are not material to such Acquired Company in significant amount. (fJ) The All dividends or distributions declared, made or paid by each Group Company have been declared, made or paid in accordance with its articles of association and the applicable provisions of law. No dividend or other distribution has been or will be paid by the Wuxi Joint Venture from the declared dividend in the Wuxi Accounts. No dividends or distributions have been declared or paid by any Group Company since 1st January, 1996. (K) No part of the amounts included in the Accounts or subsequently recorded in the books of any Group Company, as owing by any debtors has been released on a consolidated basisterms that any debtor pays less than the full book value of his debt, or has (i) assets been written off, or has proved to any extent to be irrecoverable, or is now regarded by any Group Company as irrecoverable in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales whole or in or from Canadapart other than, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000); in each case, calculated in the ordinary course of business. (L) No Group Company has any material obligations or liabilities other than those which have arisen or may arise in the ordinary course of its business, other than those set out in the Accounts. (M) Having regard to existing bank facilities, the Group has sufficient working capital for its present requirements (that is to say, to enable it to continue to carry on its business in its present form and at its present level of turnover) and for the purposes of performing in accordance with the Competition Act (Canada) its terms all orders, projects and the regulations promulgated thereundercontractual obligations which have been placed with or undertaken by it. (gN) The monthly sales Each Group Company has paid its creditors in accordance with their respective credit terms. (O) Each Group Company has as at the date hereof and the Vendor will use all reasonable endeavours to ensure that it will not, as at Completion, have outstanding:- (i) any borrowing or indebtedness in the nature of borrowing or other credit facility save for bank borrowings incurred in the ordinary course of business; (ii) any mortgage, charge or debenture or any obligation (including a conditional obligation) to create a mortgage, charge or debenture save and except as disclosed in the Accounts; (iii) any liabilities outstanding under any guarantee or other than the guarantee referred to in Clause 4(I)(v) of this Agreement; (iv) any other contingent liabilities other than those disclosed in the Accounts or incurred in the ordinary course of trading of the relevant Group Company. (P) Since the Accounts Date:- (i) no resolution of any members of any Group Company in general meeting has been passed other than resolutions relating to the business of the annual general meeting which would not (if the relevant Company were incorporated in Hong Kong) constitute special business; (ii) the financial year of the Group has not changed from 31st December; (iii) no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness prior to its normal maturity date; (iv) the business of each Group Company has been carried on in the ordinary and usual course and in the same manner (including nature and scope) as in the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by any Group Company; (v) no remuneration (including bonuses) or benefit payable to any officer or employee of the Group has been materially increased nor has any Group Company undertaken any obligation to increase materially any such remuneration at any future date with or without retrospective effect; (vi) no transaction of any importance to which any Group Company has been party has taken place, which materially and adversely affects the value of the Group (taken as a whole) and which if it had taken place on or before the Accounts Date would require to be disclosed or reflected in the audited accounts of such Group Company or the Group as at the date thereof or in the report dated June 30, 2019 and made available of the Directors accompanying such accounts. (Q) No Group Company has any outstanding inter-company indebtedness to Parent is true and correct in all material respectseither the Vendor or the Guarantor or to any company associated therewith.

Financial Matters. (a) The Company has made available to Parent Accounts thereto present fairly and accurately in all respects the financial statements attached to Section 4.6(a) position and results of operations of the Company, as of the Accounts Date. The Accounts thereto have been or are prepared in accordance with Applicable Law and are true, fair, complete and correct in all respects as of the Accounts Date. The Accounts make full provision for all applicable Taxes, actual assets and liabilities and disclose all contingent liabilities of the Company Disclosure Letter (collectively, as of the “Company Financials”)Accounts Date. (b) The Company Financials (including any notes thereto) are derived from has established and are maintains, a system of internal accounting controls that provide assurances regarding the reliability, completeness and accuracy of financial reporting and the preparation of the Accounts in accordance with Applicable Laws and accounting principles. To the books and records best of the applicable Acquired Company. The Company Financials’s Knowledge, have been prepared in accordance with IFRS, consistently applied, and fairly present, in all material respects, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred there exists no circumstance/ condition which would give rise to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in any liability to/ claims against the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation on account of the Business in the Ordinary Course such methods of Businessaccounting. (c) The books of account of each Acquired Company are prepared and maintained has no claims, liabilities (whether actual, contingent, unquantified or disputed), or indebtedness (including present or contingent) or outstanding capital commitment as on the Accounts Date other than those amounts reflected in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principles, as the case may beAccounts. (d) To All reserves including provisioning of IBNR (Insurance Incurred but not Reported) and IBNER (Incurred but not Enough Reported) as of the Accounts Date have been adequately provided for as on March 31, 2018 as approved by panelled actuary of the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing. (e) Neither Since the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for Accounts Date: (i) Liabilities accrued or reserved against the Company’s business has been carried on in the ordinary course and the Company Financialshas not (A) made or agreed to make any payment other than routine payments in the ordinary course of business and consistent with past practices; or (B) undertaken any obligation or Encumbrance other than in the ordinary course of business and consistent with past practices; (ii) Liabilities that have arisen since no dividend or other distribution has been declared, paid or made by the Most Recent Balance Sheet Date Company (except for any dividends provided for in the Ordinary Course Accounts); (iii) no share or loan capital has been allotted or issued or agreed to be allotted or issued by the Company, except as allotted to existing shareholders which is reflected in the shareholding pattern at Part E of BusinessSchedule 1 of the Restated Long Form SPA; (iv) there has been no material change in (i) the level of borrowing or (ii) in the working capital requirements of the Company other than in the ordinary course of business consistent with past practices; (v) amounts due and payable to the employees of the Company have been paid in the ordinary course of business; (vi) no individual contract, liability or commitment (whether in respect of capital expenditure or otherwise) has been entered into by the Company which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude (a liability for expenditure in excess of INR 25,00,00,000 being included as material for this purpose); (vii) the Company has not except in the ordinary and usual course of business acquired or disposed of, or agreed to acquire or dispose of, any material asset; (viii) no debtor has been released by the Company on terms that it pays less than the book value of its debt and no debt owing to the Company has been deferred, subordinated or written off / written down or has proved to any extent irrecoverable other than in the ordinary course of business and consistent with past practice; (ix) no material change has been made in terms of employment, including Liabilities arising under executory Contracts of any of pension or provident fund commitments, by the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law Company (other than Federal Cannabis Lawsthose required by Applicable Law) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with which could substantially increase the Contemplated Transactions; and (iv) Liabilities total staff costs of an Acquired Company that are not material to such Acquired Company in amount.the Company; (fx) The the Company has not repaid any borrowing or indebtedness in advance of its stated maturity; (xi) there has been no adverse change in the financial position of the Company, on a consolidated basis, has (i) assets other than in Canada whose aggregate value does not exceed Ninety-Six Million Canadian Dollars (C$96,000,000) and (ii) annual gross revenues during calendar year 2018 from sales in or from Canada, generated from such assets in Canada, that do not exceed Ninety-Six Million Canadian Dollars (C$96,000,000)the ordinary course of business consistent with past practices; in each case, calculated in accordance with the Competition Act (Canada) and the regulations promulgated thereunder.and (gxii) The monthly sales report dated June 30, 2019 and made available to Parent is true and correct in all material respectsthere has been no Material Adverse Effect.