Common use of Incorporation; Authorization Clause in Contracts

Incorporation; Authorization. Aphria is a corporation validly existing and in good standing under the laws of Ontario. Aphria has all necessary power, authority, capacity and right to enter into this Agreement and the Settlement Agreement and to carry out each of its obligations under this Agreement and the Settlement Agreement. The execution, delivery and performance by Aphria of its obligations under this Agreement and the Settlement Agreement have been duly authorized by all necessary corporate action on the part of Aphria and no other corporate proceedings on the part of Aphria are necessary to authorize this Agreement or the Settlement Agreement and no action has been taken to amend, or supersede, such authorization. The entering into of this Agreement and the Settlement Agreement and the completion of the transactions contemplated by this Agreement and the Settlement Agreement do not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, to which it is or may be a party or by which it is or may be bound, or of Aphria’s constating documents or any resolutions of its directors or shareholders. This Agreement has been duly executed and delivered by Aphria and constitutes a legal, valid and binding agreement enforceable by GGB against Aphria in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The Settlement Agreement has been duly executed and delivered by Aphria and constitutes a legal, valid and binding agreement enforceable by GAOC against Aphria in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

Incorporation; Authorization. Aphria GGB is a corporation validly existing and in good standing under the laws of Ontario. Aphria GGB has all necessary power, authority, capacity and right to enter into this Agreement and the Settlement Share Purchase Agreement and to carry out each of its obligations under this Agreement and the Settlement Share Purchase Agreement. The execution, delivery and performance by Aphria GGB of its obligations under this Agreement and the Settlement Share Purchase Agreement and the consummation of the Share Repurchase and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Aphria GGB and no other corporate proceedings on the part of Aphria GGB are necessary to authorize this Agreement or the Settlement Share Purchase Agreement or the consummation of the Share Repurchase and the other transactions contemplated hereby and thereby and no action has been taken to amend, or supersede, such authorization. The entering into of this Agreement and the Settlement Share Purchase Agreement and the completion of the transactions contemplated by this Agreement and the Settlement Share Purchase Agreement do not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, to which it is or may be a party or by which it is or may be bound, or of AphriaGGB’s constating documents or any resolutions of its directors or shareholders. This Agreement has been duly executed and delivered by Aphria GGB and constitutes a legal, valid and binding agreement enforceable by Aphria against GGB against Aphria in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The Settlement Share Purchase Agreement has been duly executed and delivered by Aphria GGB and constitutes a legal, valid and binding agreement enforceable by GAOC against Aphria GGB in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

Incorporation; Authorization. Aphria (a) Embraer is a corporation corporation, validly existing and in good standing under the laws Laws of Ontario. Aphria the State of Delaware and has all necessary power, authority, capacity and right corporate power to enter into into, perform the transactions contemplated by, and carry out its obligations under, the Transaction Documents to which Embraer is or will be a party. Boeing is a limited liability company, validly existing and in good standing under the Laws of the State of Delaware and has all necessary limited liability company power to enter into, perform the transactions contemplated by, and carry out its obligations under, the Transaction Documents to which Boeing is or will be a party. (b) Each of the Members has all requisite power and authority to execute, deliver and perform this Agreement and the Settlement Agreement other Transaction Documents to which it is a party and, subject to receipt of the Required Regulatory Approvals (as defined below) and the Shareholder Approval, to carry out consummate the transactions contemplated hereby and thereby. The execution and delivery by each of its obligations under the Members of this Agreement and the Settlement Agreement. The executionother Transaction Documents to which it is a party, delivery and the performance by Aphria each of the Members of its obligations under this Agreement hereunder and thereunder and, subject to receipt of the Required Regulatory Approvals and the Settlement Agreement Shareholder Approval, the consummation by each of the Members of the transactions contemplated hereby and thereby have been or, prior to or at the Closing, shall be duly and validly authorized by all necessary corporate requisite and other similar action on the part of Aphria each Member. Each of the Members has duly and no other corporate proceedings on the part of Aphria are necessary to authorize validly executed and delivered this Agreement and, prior to or at the Settlement Agreement and no action has been taken to amendClosing, or supersede, such authorization. The entering into of this Agreement and the Settlement Agreement and the completion each of the transactions contemplated by this Agreement Members will have duly and the Settlement Agreement do not validly executed and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, delivered each other Transaction Document to which it is or may be a party or by which it is or may be bound, or of Aphria’s constating documents or any resolutions of its directors or shareholdersparty. This Agreement has been duly executed constitutes, and delivered upon execution and delivery thereof each other Transaction Document to which either Member is a party will constitute, assuming due execution and delivery hereof and thereof by Aphria all other parties hereto and constitutes a thereto, legal, valid and binding agreement obligations of such Member, enforceable by GGB against Aphria such Member in accordance with its their respective terms, subjectsubject to any applicable bankruptcy, howeverinsolvency, fraudulent conveyance, reorganization, moratorium and similar applicable Laws of general applicability, now or hereafter in effect, affecting or relating to limitations with respect to enforcement imposed by law creditors’ rights and remedies generally and general principles of equity, whether considered in connection with bankruptcy a proceeding at Law or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are soughtequity. The Settlement Agreement has been duly executed and delivered by Aphria and constitutes a legal, valid and binding agreement enforceable by GAOC against Aphria in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.Section 4.2

Incorporation; Authorization. Aphria Seller and each of its ---------------------------- Subsidiaries that shall be a party to one or more Collateral Agreements is a corporation or other entity duly organized, validly existing and in good standing under the laws of Ontariothe state of its organization with full corporate or other power and authority to carry on its business (including, if applicable, operation of the Sites) as it is now being conducted. Aphria Seller has all necessary powerthe corporate power and authority to execute and deliver this Agreement, authorityto perform fully its obligations hereunder, capacity and right to enter into consummate the transactions contemplated hereby, and each of Seller and its Subsidiaries has or will have the corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform fully its obligations thereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement Agreement, and the Settlement Agreement consummation of the transactions contemplated hereby have been and to carry out the execution and delivery by each of Seller and its obligations under this Agreement Subsidiaries of the Collateral Agreements to which it is a party and the Settlement Agreement. The executionconsummation of the transactions contemplated thereby on or prior to the Initial Closing Date will have been, delivery and performance by Aphria of its obligations under this Agreement and the Settlement Agreement have been duly authorized by all necessary requisite corporate or other action of Seller and such Subsidiaries. Seller (a) has duly executed and delivered this Agreement, (b) on the part Initial Closing Date will have, and to the extent a party thereto, each of Aphria its Subsidiaries will have, duly executed and no other corporate proceedings on the part of Aphria are necessary to authorize this Agreement or the Settlement Agreement and no action has been taken to amend, or supersede, such authorization. The entering into of this Agreement and the Settlement Agreement and the completion delivered each of the transactions contemplated by this Agreement and the Settlement Agreement do not and will not result in a violation or breach of, or constitute a default under, or conflict with, any of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, Collateral Agreements to which it is or may be a party, and (c) on each subsequent Closing Date will have, and to the extent a party or by which it is or may be boundthereto, or of Aphria’s constating documents or any resolutions each of its directors or shareholders. This Agreement has been Subsidiaries will have, duly executed and delivered the amendments to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such agreement by Aphria and constitutes a each party thereto other than Seller or any of its Subsidiaries, this Agreement is the legal, valid and binding agreement enforceable by GGB against Aphria in accordance with its termsobligation of Seller, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, the equitable power and on each Closing Date each of the courts Collateral Agreements to stay proceedings before them and which Seller or any of its Subsidiaries is a party (as theretofore amended) will be the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The Settlement Agreement has been duly executed and delivered by Aphria and constitutes a legal, valid and binding agreement obligation of such Person, in each case, enforceable by GAOC against Aphria it in accordance with its termsrespective terms subject to the effect of bankruptcy, subjectinsolvency, howeverreorganization, moratorium or other similar laws relating to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, affecting the equitable power rights of the courts to stay proceedings before them and the execution of judgments creditors generally and to the extent that equitable remedies such as specific performance and injunction are in the discretion effect of the court from which they are soughtapplication of general principles of equity.

Incorporation; Authorization. Aphria Buyer and each of its ---------------------------- Subsidiaries that shall be a party to one or more Collateral Agreements is a corporation or other entity duly organized, validly existing and in good standing under the laws of Ontariothe state of its organization with full corporate or other power and authority to carry on its business as it is now being conducted. Aphria Buyer has all necessary powerthe corporate power and authority to execute and deliver this Agreement, authorityto perform fully its obligations hereunder, capacity to consummate the transactions contemplated hereby and right to enter into this Agreement and the Settlement Agreement thereby, and to carry out own and operate the Portfolio, and each of Buyer and each of its Subsidiaries has or will have the corporate or other power and authority to execute and deliver each Collateral Agreement to which it is a party, to perform fully its obligations under this Agreement thereunder, and to consummate the Settlement Agreementtransactions contemplated thereby. The execution, execution and delivery and performance by Aphria of its obligations under this Agreement and the Settlement Agreement have been duly authorized by all necessary corporate action on the part of Aphria and no other corporate proceedings on the part of Aphria are necessary to authorize this Agreement or the Settlement Agreement and no action has been taken to amend, or supersede, such authorization. The entering into Buyer of this Agreement and the Settlement Agreement and the completion consummation of the transactions contemplated by this Agreement hereby have been and the Settlement Agreement do not execution and will not result in a violation or breach of, or constitute a default under, or conflict with, any delivery by each of Buyer and each of its Subsidiaries of the terms and provisions of any law, regulation, order or ruling applicable, or of any agreement, contract or indenture, written or oral, Collateral Agreements to which it is or may be a party and the consummation of the transactions contemplated thereby on or prior to the Initial Closing Date will have been, duly authorized by which it is all requisite corporate or may be bound, or other action of Aphria’s constating documents or any resolutions of its directors or shareholdersBuyer and such Subsidiaries. This Agreement Buyer (a) has been duly executed and delivered this Agreement, (b) on the Initial Closing Date will have, and, to the extent a party thereto, each of its Subsidiaries will have, duly executed and delivered each of the Collateral Agreements to which it is a party, and (c) on each subsequent Closing Date will have, and, to the extent a party thereto, each of its Subsidiaries will have, duly executed and delivered each amendment to the existing, or new, Collateral Agreements to which it is a party, as the case may be. Assuming the due execution and delivery of each such Agreement by Aphria and constitutes a each party thereto other than Buyer or any of its Subsidiaries, this Agreement is the legal, valid and binding agreement enforceable by GGB against Aphria in accordance with obligation of Buyer, and on each Closing Date each of the Collateral Agreements to which Buyer or any of its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedingsSubsidiaries is a party (as theretofore amended) will be, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. The Settlement Agreement has been duly executed and delivered by Aphria and constitutes a legal, valid and binding agreement obligation of such Person, enforceable by GAOC against Aphria it in accordance with its termsrespective terms subject to the effect of bankruptcy, subjectinsolvency, howeverreorganization, moratorium or other similar laws relating to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings, affecting the equitable power rights of the courts to stay proceedings before them and the execution of judgments creditors generally and to the extent that equitable remedies such as specific performance and injunction are in the discretion effect of the court from which they are soughtapplication of general principles of equity.