Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Liquid Shareholders at the Liquid Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaLBIX or Liquid, acting reasonably, on appeal or otherwise; (c) the LBIX Resolution shall have been approved by the LBIX Shareholders; (d) there shall not exist any prohibition at law, including any final, non-appealable cease trade order, injunction or other prohibition or order of any Governmental Entity of competent jurisdiction, which shall restrain, enjoin, make illegal or otherwise prohibit or prevent the consummation of the Arrangement (e) the Celly Nu Shares LBIX shall continue to be issued a Foreign Private Issuer and not required to be registered under the US Investment Company Act; (f) the distribution of the Consideration Shares, as contemplated in the Plan of Arrangement, in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmentalAct and except with respect to persons deemed “affiliates” under such enactment, courtthe Consideration Shares, regulatoryas contemplated in the Plan of Arrangement, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for distributed in the United States pursuant to the Arrangement shall not be subject to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaresale restrictions in the United States under such enactment; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restraindistribution of the Consideration Shares, a declaratory judgment as contemplated in respect ofthe Plan of Arrangement, or damages on account of or relating in Canada pursuant to the Arrangement shall be exempt from registration and prospectus requirements of applicable Canadian securities legislation; (h) there will shall not be in force any law, ruling, order or decree restraining that makes it illegal or enjoining restrains, or enjoins or prohibits the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of First Majestic and Primero: (a) the Interim Order Arrangement Resolution shall have been granted approved by the Primero Shareholders at the Primero Shareholder Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Laws; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of Primero and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (gc) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment Law is in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining effect that makes the consummation of the transactions contemplated by this Agreement and no cease trading Arrangement illegal or similar order with respect to any securities of any of otherwise prohibits or enjoins Primero or First Majestic from consummating the parties will have been issued and remain outstandingArrangement; (hd) none the Consideration Shares, the First Majestic Shares issuable upon exercise of the consentsReplacement Options from time to time, orders, rulings, approvals or assurances required for the implementation First Majestic Shares issuable upon exercise of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaPrimero Warrants from time to time and the First Majestic Shares issuable upon conversion of the Primero Debentures from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance, provided that First Majestic shall not be required to obtain any such authorization in connection with the First Majestic Shares issuable upon conversion of the Primero Debentures in the event the Debentureholders’ Resolution is approved at the Debentureholder Meeting; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (ke) the issuance of the securities under Consideration Shares and the Plan of Arrangement shall Replacement Options will be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) , and such securities shall not be subject to hold periods under the issuance Securities Laws in Canada or the U.S. Securities Act, except as may be imposed by Rule 144 under the U.S. Securities Act or except as disclosed in the Shareholder Circular, or except by reason of the securities under the Plan existence of Arrangement shall be exempt from prospectus requirements under Securities Legislation any controlling interest in First Majestic pursuant to the Section 2.11 Securities Laws of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsany applicable jurisdiction; and (nf) this Agreement the Antitrust Clearance shall not have been terminated pursuant to Section 6.2 hereofobtained.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Merger are subject to the satisfaction, or mutual waiver in writingby PLx and DPRX, on or before the Effective Closing Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by PLx and DPRX at any time: (a) the Interim Order DPRX Stockholder Approval (other than the stockholder approval of the Reverse Stock Split) shall have been granted obtained at the DPRX Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseaccordance with applicable Laws; (b) the Arrangement and this Agreement, with or without amendment, PLx Stockholder Approval shall have been approved by obtained at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and PLx Meeting in accordance with applicable Laws and the constating documents of Celly NuLaws; (c) the Arrangement Resolution, with or without amendment, Form S-4 shall have been approved by declared effective and no stop order suspending the required number effectiveness of votes cast by FSD Pharma Securityholders at the Meeting, Form S-4 shall be in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritieseffect; (d) the Court shall have determined that the terms DPRX Shares (i) to be issued as Merger Consideration, and conditions (ii) issuable on exercise of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Replacement PLx Options shall have been granted in the form and substance satisfactory approved for listing on NASDAQ, subject only to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseofficial notice of issuance; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement no applicable Law or Order shall be issued and remain in accordance with effect which imposes, and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actno suit, action, claim, proceeding or investigation shall be pending or threatened by any Governmental Authority which seeks to impose, any material limitations on DPRX’s ownership of PLx or any Subsidiary of PLx or any requirement that PLx, AcquireCo or DPRX or any of their respective Subsidiaries agree to or implement any Restraint; (f) all material governmentalNo temporary restraining order, court, regulatory, third party and preliminary or permanent injunction or other approvals, consents, expiry order preventing the consummation of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Merger shall have been obtained issued by any court of competent jurisdiction or received on terms that are satisfactory to FSD Pharma;other Governmental Authority and remain in effect, and there shall not be any Law which has the effect of making the consummation of the Merger illegal; and (g) no action will have been instituted and There shall not be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect ofany Legal Proceeding pending, or damages on account overtly threatened in writing, by an official of a Governmental Authority in which such Governmental Authority indicates that it intends to conduct any Legal Proceeding or relating taking any other action: (a) challenging or seeking to the Arrangement and there will not be in force any order restrain or decree restraining or enjoining prohibit the consummation of the transactions contemplated by this Agreement Merger; (b) relating to the Merger and no cease trading seeking to obtain from DPRX, AcquireCo or similar order PLx any damages or other relief that may be material to DPRX or PLx; or (c) seeking to prohibit or limit in any material and adverse respect a Party’s ability to vote, transfer, receive dividends with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent otherwise exercise ownership rights with the completion of the Plan of Arrangement, including any material change respect to the Tax Act and other relevant income tax Laws stock of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofDPRX.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to the Outside Date, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of the Trust, True and Celly NuShellbridge, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of Shellbridge, the PartiesTrust and True, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved passed by the directors and, if required, the shareholders holders of Celly Nu, Shellbridge Shares on or prior to the extent required byOutside Date, in form and substance satisfactory to each of the Trust, True and Shellbridge, acting reasonably, duly approving the Arrangement in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with on or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject prior to the Interim OrderOutside Date, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmathe Trust, True and Shellbridge, acting reasonably; (d) the Articles of Arrangement filed with the Registrar in accordance with the Arrangement shall not have been set aside or modified be in a manner unacceptable form and substance satisfactory to FSD Pharmaeach of the Trust, on appeal or otherwiseTrue and Shellbridge, acting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant Arrangement shall have become effective on or prior to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActOutside Date; (f) all material governmental, court, required regulatory, governmental and third party and other approvals, consents, expiry waivers and consents in respect of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the completion of the Arrangement to become effective shall have been obtained or received on terms that are and conditions, satisfactory to FSD Pharmathe Trust, True and Shellbridge, each acting reasonably, including, without limitation, conditional approval for listing of the Trust Units issuable pursuant to the Arrangement, and all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period; (g) no action will have been instituted and be continuing on receipt of the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account consent of or relating True’s bankers to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of thereof on a basis acceptable to the transactions contemplated by this Agreement Trust, True and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingShellbridge, each acting reasonably; (h) none of the consentsno material action or proceeding shall be pending or threatened by any person, orderscompany, rulingsfirm, approvals governmental authority, regulatory body or assurances required for the implementation of the Arrangement will contain terms agency and there shall be no action taken under any existing applicable law or conditions regulation, nor any statute, rule, regulation or require undertakings order which is enacted, enforced, promulgated or security deemed unsatisfactory issued by any court, department, commission, board, regulatory body, government or unacceptable by FSD Pharma;governmental authority or similar agency, domestic or foreign, that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposed, enacted, promulgated prohibits the Arrangement or applied which interferes any other transactions contemplated herein; or (ii) results in a judgment or is inconsistent with assessment of material damages directly or indirectly relating to the completion transactions contemplated herein. The foregoing conditions are for the mutual benefit of Shellbridge and True and may be asserted by Shellbridge and True regardless of the Plan of Arrangement, including any material change to the Tax Act circumstances and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out may be waived by Shellbridge and True in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharestheir sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which Shellbridge or True may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto each Party to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transaction shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateClosing Time, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved at the Fording Meeting in accordance with the Interim Order; (b) the Final Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, each acting reasonably, on appeal or otherwise; (ec) Fording and/or the Partnership shall have in place credit facilities in the aggregate of $540 million; (d) the Celly Nu Shares to be issued Articles of Arrangement and all necessary related documents filed with the Director in accordance with the United States pursuant to the Amended Arrangement shall be issued in form and substance satisfactory to each of the Parties, acting reasonably, and shall have been accepted for filing by the Director together with the Final Order in accordance with and exempt from registration requirements under applicable exemptions from registration under subsection 192(6) of the U.S. Securities ActCBCA; (fe) all material governmentalthere shall be no action taken under any existing applicable Law or regulation, nor any statute, rule, regulation or order, which is enacted, enforced, promulgated or issued by any court, regulatorydepartment, third party and other approvalscommission, consentsboard, expiry of waiting periodsregulatory body, waiversgovernment or Governmental Authority or similar agency, permitsdomestic or foreign, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective nor shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining of any such entity that: (i) makes illegal or enjoining otherwise directly or indirectly restrains, enjoins or prohibits the Transaction or any of the other transactions contemplated herein; (ii) results in any judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; or (iii) imposes or confirms material limitations on the ability of the Fund to issue Units or effectively exercise full rights of ownership of the securities of New Fording, including, without limitation, the right to vote any such securities; (f) the Regulatory Approvals and the third party approvals required under the CP Arrangement Agreement, the Genesee Agreements and the CPR Agreement as well as the FX Acknowledgements shall have been obtained or satisfied on terms and conditions satisfactory to the Parties acting reasonably; (g) other than the Regulatory Approvals, all consents, waivers, permits, orders and approvals of any Governmental Authority, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the transactions contemplated by this Agreement and no cease trading Amended Arrangement, the failure of which to obtain or similar order with respect to any securities the non-expiry of any of the parties will which would constitute a criminal offence or would have a Material Adverse Effect on such Party shall have been issued and remain outstandingobtained or satisfied on terms that could not reasonably be expected to have a Material Adverse Effect on such Party; (h) none there shall not have occurred any actual change or amendment to, or any proposal by the Minister of Finance (Canada) or Internal Revenue Service to change or amend, the Canadian Tax Act, or U.S. Tax Code, as applicable or to any applicable provincial tax legislation or the regulations thereunder or any publicly stated administrative position or practice in relation thereto which individually or in the aggregate, directly or indirectly, has or could reasonably be expected to have any material adverse effect on the benefits anticipated to be enjoyed by Securityholders upon consummation of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaTransaction; (i) no Laws, regulation or policy the approval of the TSX to the conditional substitutional listing of the Units to be issued pursuant to the Amended Arrangement shall have been proposedobtained, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change subject only to the Tax Act filing of required documents and other relevant income tax Laws such Units shall also have been listed by the NYSE, subject to official notice of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsissuance; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived, in whole or in part, with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Company Securityholders at the Company Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither the Company or the Parent, each acting reasonably, on appeal or otherwise; (ec) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Parent Stockholder Approvals shall have been obtained or received on terms that are satisfactory in accordance with the rules of the NYSE (with respect to FSD Pharmathe Parent Stock Issuance) and the DGCL (with respect to the Parent Charter Amendment) at the Parent Meeting; (gd) the Parent Charter Amendment shall have been duly filed with the Secretary of State of the State of Delaware and be in full force and effect; (e) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment Law is in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining effect that makes the consummation of the transactions contemplated by this Agreement and no cease trading Arrangement illegal or similar order with respect to any securities of any of otherwise prohibits or enjoins the parties will have been issued and remain outstanding; Company or the Parent from consummating the Arrangement (h) none of the consentsincluding, orders, rulings, approvals or assurances required for the implementation avoidance of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Lawsdoubt, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) Law prohibiting the issuance of the securities under Consideration Shares or the Plan Parent Replacement Options without an exemption from the registration requirements of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section section 3(a)(10) Exemption)); (lf) the issuance distribution of the securities under Consideration Shares and the Plan of Arrangement Parent Replacement Options shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian Securities Legislation Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws; (g) the Consideration Shares to be issued pursuant to the Section 2.11 Arrangement shall have been approved for listing on the NYSE (subject only to official notice of NI 45-106issuance); (mh) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, COFECE Approval shall have exercised their Dissent Rightsbeen obtained and shall not have been modified or rescinded; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Red Pine, Subco, HB2, Blocker and Xxxxx to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Business Combination are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Red Pine and HB2: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, All consents, expiry of waiting periods, waivers, permits, exemptions, orders orders, consents and agreements and all amendments and modifications toapprovals required to permit the completion of the Business Combination, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on HB2 or Red Pine or materially impede the completion of the Business Combination, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma;obtained. (gb) no action will No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been instituted issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The Subordinate Voting Shares to be continuing issued pursuant to the Business Combination shall have been conditionally approved for listing on the TSXV, subject to standard conditions on the Effective Date for an injunction to restrainor as soon as practicable thereafter. (d) On the Effective Date, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and there will Red Pine Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Proportionate Voting Shares, the Xxxxx Shares, the HB2 membership units, the Blocker shares or the Amalco Shares shall be in effect. (e) There shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental Entity, before any court or enjoining Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement and no cease trading or similar order with respect seeking to obtain from any securities of Party any of the parties will have been issued and remain outstanding;damages that are material in relation to such Party. (hf) none The distribution of the consentsAmalco Shares, ordersSubordinate Voting Shares, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Multiple Voting Shares and Proportionate Voting Shares pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under the U.S. Canadian Securities Act Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to Section 2.6 of National Instrument 45-102 - Resale of Securities of the Section 3(a)(10) Exemption;Canadian Securities Administrator. (lg) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this This Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of Acquiror and Target: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Target Shareholders at the Target Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaTarget and Acquiror, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the Celly Nu consummation of the Arrangement; (d) Spinco Shares to be issued in to the United States holders of Target Shares pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof; (le) the issuance of the securities under the Plan of Arrangement Key Regulatory Approvals shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106have been obtained; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nf) this Agreement shall not have been terminated pursuant to Article 10; and (g) the distribution of the Spinco Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102). (i) Spinco shall be validly existing under the laws of Canada and all of the issued and outstanding shares of capital stock and other ownership interests in Spinco shall be legally and beneficially owned, directly or indirectly, by Target free and clear of all Liens, (ii) Target shall, directly or indirectly, hold a number of whole Spinco Shares such that, after giving effect to the distribution of Spinco Shares contemplated in Section 6.2 hereof3(a)(iii) and 3(a)(iv)(B) of the Plan of Arrangement (assuming that no Target Shares are exchanged pursuant to Section 3(a)(i) of the Plan of Arrangement), Target would hold 19.9% of the outstanding Spinco Shares, and (iii) Spinco and its subsidiaries shall have the Spinco Cash Amount in cash on a consolidated basis.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto CIVC and Cannus to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Business Combination are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of CIVC and Cannus: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders orders, consents and agreements and all amendments and modifications toapprovals required to permit the completion of the Business Combination, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Cannus or CIVC or materially impede the completion of the Business Combination, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (gb) no action will have been instituted and be continuing on the Effective Date for an temporary restraining order, preliminary injunction, permanent injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any other order or decree restraining or enjoining preventing the consummation of the Business Combination shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) on the Effective Date, no cease trade order or similar restraining order of any other provincial securities administrator relating to the CIVC Shares, the New CIVC Shares, the Cannus Shares or the Amalco Shares shall be in effect; (d) there shall not be pending or threatened any suit, action or proceeding by any Governmental Authority, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from CIVC, CIVC Subco or Cannus any damages that are material in relation to CIVC, CIVC Subco and no cease trading or similar order with respect to any securities of any of the parties will have been issued Cannus and remain outstandingtheir subsidiaries taken as a whole; (he) none the distribution of Amalco Shares and the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change New CIVC Shares pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Business Combination shall be exempt from registration the prospectus requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under the U.S. Canadian Securities Act Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws other than as applicable to control Persons or pursuant to the Section 3(a)(10) Exemption; (l) the issuance section 2.6 [Seasoning Period] of National Instrument 45-102 – Resale of Securities of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Canadian Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsAdministrators; and (nf) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to September 28, 2007, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Purchaser and Celly NuWestern, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPurchaser and Western, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementMailing Date shall occur not later than October 1, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu2007; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved passed by the required number of votes cast by FSD Pharma Securityholders at the MeetingWestern Shareholders, on or prior to November 23, 2007 in accordance with the Interim Order andand in form and substance satisfactory to each of Purchaser and Western, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesacting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair on or prior to the FSD Pharma Securityholders and November 30, 2007, the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPurchaser and Western, acting reasonably and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaPurchaser and Western, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement to be issued filed with the Registrar in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actsubstance satisfactory to each of Purchaser and Western, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained or received on terms that are satisfactory to FSD Pharmaoccurred not later than the Outside Date; (g) no action will Purchaser and Western shall have been instituted obtained all consents, waivers, permissions and be continuing approvals necessary to complete the Arrangement by or from relevant Governmental Authorities, on terms and conditions satisfactory to the Effective Date Parties, acting reasonably, including without limitation: (i) the approval of the Western Shareholders required for an injunction the Arrangement pursuant to restrain, a declaratory judgment in respect of, the ABCA or damages on account of or as required by the Court and other matters relating to the Arrangement; (ii) the approval of the Court and; if applicable, the required approvals from the Minister of Industry under the Investment Canada Act; (iii) either a notification or a request for an advance ruling certificate under the Competition Act in respect of the Arrangement shall been made and there will not be (i) any waiting periods prescribed under the Competition Act shall have expired and the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; or (ii) the Parties shall have received an advance ruling certificate from the Competition Bureau in force any order or decree restraining or enjoining the consummation respect of the transactions contemplated by this Agreement herein; or (iii) the Commissioner of Competition shall have waived the obligation to file under section 114 of the Competition Act and no cease trading or similar order the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; (iv) the approval of the NYSE with respect to any securities of any the additional listing of the parties will Purchaser Shares and the Purchaser Shares issuable on exchange of the Exchangeable Shares issuable under the terms of the Arrangement; and (v) the waiting period under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable to the transactions contemplated under the Arrangement, shall have expired or been terminated, and no objection or opposition shall have been issued filed, initiated or made during any applicable statutory or regulatory period and remain outstandingunresolved, (collectively, the “Third Party Approvals”); (h) none of all domestic and foreign statutory and regulatory waiting periods applicable to the consentstransactions contemplated by the Arrangement, ordersshall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, rulings, approvals initiated or assurances required for the implementation of the Arrangement will contain terms made during any applicable statutory or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaregulatory period; (i) there shall be no Lawsaction taken under any existing Applicable Law, nor any statute, rule, regulation or policy shall have been proposedorder which is enacted, enactedenforced, promulgated or applied which interferes issued by any Governmental Authority, that: (i) makes illegal or is inconsistent with otherwise directly or indirectly restrains, enjoins or prohibits the completion Arrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of the Plan of Arrangement, including any material change damages directly or indirectly relating to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementtransactions contemplated herein; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, Form S-3 shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration become effective under the U.S. Securities Act pursuant to and no stop order suspending the Section 3(a)(10) Exemption; (l) the issuance effectiveness of the securities under the Plan of Arrangement Form S-3 shall be exempt from prospectus requirements under Securities Legislation pursuant to in effect and no proceedings for such purpose shall be pending before the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsSEC; and (nk) Purchaser and Western shall be satisfied that the Subsequent Transactions (as defined in the Plan of Arrangement) will be completed immediately following the Effective Time on terms and conditions mutually acceptable to Western and Purchaser. The foregoing conditions are for the mutual benefit of Purchaser and Western and may be asserted by Purchaser and Western regardless of the circumstances and may be waived by Purchaser and Western (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser or Western may have. If any of the foregoing conditions are not satisfied or waived, Western or Purchaser, as the case may be, may terminate this Agreement (save and except for Article 6, Section 4.4, Section 2.13 and Section 2.14 hereof which shall not have been terminated pursuant survive such termination and remain in full force and effect), provided that, prior to Section 6.2 hereofthe filing of the Articles of Arrangement for the purpose of giving effect to the Arrangement, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent. More than one such notice may be delivered by a Party.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Bayswater, Bayswater Subco, VCP23, Xxxxx and USCo to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Business Combination are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Bayswater and VCP23: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders orders, consents and agreements and all amendments and modifications toapprovals required to permit the completion of the Business Combination, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on VCP23 or Bayswater or materially impede the completion of the Business Combination, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (gb) no action will temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been instituted issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be continuing issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date for an injunction to restrainor as soon as practicable thereafter; (d) on the Effective Date, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and Bayswater Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Super Voting Shares, the Xxxxx Shares, the VCP23 membership units or the Amalco Shares shall be in effect; (e) there will shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental Entity, before any court or enjoining Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from Bayswater, Bayswater Subco or Xxxxx any damages that are material in relation to Bayswater, Bayswater Subco and no cease trading or similar order with respect to any securities of any of the parties will have been issued Xxxxx and remain outstandingtheir subsidiaries taken as a whole; (hf) none the distribution of the consentsAmalco Shares, ordersSubordinate Voting Shares, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Multiple Voting Share and Super Voting Shares pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under the U.S. Canadian Securities Act Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to the Section 3(a)(10) Exemption; (l) the issuance section 2.6 of National Instrument 45-102 – Resale of Securities of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Canadian Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsAdministrators); and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement Agreement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable otherwise to give effect to the Plan of Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved by the required number of votes cast by FSD Pharma Entrée Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (dc) the Court shall have determined that the terms and conditions of the exchange of Entrée Common Shares for Entrée Class B Common Shares (as defined in the Plan of Arrangement ) and Spinco Common Shares in the Plan of Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Entrée Securityholders, and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD Pharmaall Parties, and each acting reasonably, not later than May 30, 2017 or such later date as the Parties may agree; (d) the Toronto Stock Exchange shall not have been set aside or modified in a manner unacceptable given conditional acceptance to FSD Pharmathe listing thereon of the Spinco Common Shares to be distributed pursuant to the Plan of Arrangement, on appeal or otherwisesubject to compliance with the usual requirements of the Toronto Stock Exchange; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periodsorders, waiversrulings, permitsapprovals and assurances, exemptionsincluding regulatory and judicial approvals and orders, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable required for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the Authorities, including applicable orders, rulings, no action letters and registrations pursuant to FSD Pharmathe Securities Act and the comparable Securities Legislation of the other applicable provinces and territories of Canada to permit the Spinco Common Shares to be distributed pursuant to the Plan of Arrangement; (gf) no action will shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of of, or relating to to, the Plan of Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will Parties shall have been issued and remain outstanding; (hg) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Plan of Arrangement will shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the Parties, acting reasonably; (ih) no Lawslaw, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws laws of Canada or the Province of OntarioCanada, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Entrée Securityholders if the Plan of Arrangement is completed; (ki) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 6; and (k) no more than 5% of Entrée Shareholders, in the aggregate, shall have exercised their Dissent Rights.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, fulfilment of the following conditionsconditions at or prior to the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties: (a) the Court shall have granted the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma enCore and Celly NuAzarga, acting reasonably, and such order the Interim Order shall not have been set aside or modified in a manner unacceptable to any of the PartiesenCore or Azarga, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Azarga Shareholders shall have been approved by the directors and, if required, Arrangement Resolution at the shareholders of Celly Nu, to the extent required by, and Azarga Meeting in accordance with applicable Laws the Interim Order, the articles and by-laws of Azarga and any Applicable Laws, and the constating documents of Celly NuArrangement Resolution shall not have been rescinded or amended in a manner unacceptable to enCore or Azarga, acting reasonably; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and granted the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaboth enCore and Azarga, acting reasonably, and shall will not have been modified or set aside or modified in a manner that is unacceptable to FSD PharmaenCore or Azarga, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order of Law or under any applicable legislation, against enCore or Azarga which shall prevent the consummation of the Arrangement; (e) there shall have been no action taken under any Applicable Law or by any Governmental Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Celly Nu Shares to be issued in completion of the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActArrangement; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry the TSXV shall have conditionally approved the listing thereon of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the enCore Shares to be necessary or desirable for issued to Azarga Shareholders pursuant to the Arrangement and the enCore Shares issuable pursuant to become effective shall have been obtained or received on terms that the Replacement Options and Azarga Warrants, subject only to such conditions, including the filing of documentation, as are satisfactory acceptable to FSD PharmaenCore and Azarga, acting reasonably; (g) no action will have been instituted and be continuing on any approval from the Effective Date for an injunction TSX which is required to restrain, a declaratory judgment in respect of, or damages on account of or relating to complete the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the other transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy herein shall have been proposedobtained, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change subject only to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstancesuch conditions, including the fair market value filing of the Celly Nu Sharesdocumentation, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completedas are acceptable to enCore and Azarga, acting reasonably; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. 7.1 The respective obligation obligations of the parties hereto Sonoma and NHL to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Transaction are subject to the satisfaction, fulfillment prior to or mutual waiver in writing, on or before at the Effective Date, Closing of each of the following conditions: (a) if required by any applicable law or any securities regulatory authority, the Interim Order shareholders of NHL shall have been granted approved the Transaction and approved or consented to such other matters as NHL and Sonoma shall consider necessary or desirable in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified connection with the Transaction in a the manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiserequired thereby; (b) the Arrangement and this Agreement, with if required by any applicable law or without amendment, shall have been approved by the directors and, if requiredany securities regulatory authority, the shareholders of Celly Nu, Sonoma shall have approved the Transaction and approved or consented to such other matters as NHL and Sonoma shall consider necessary or desirable in connection with the extent Transaction in the manner required by, and in accordance with applicable Laws and the constating documents of Celly Nuthereby; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party person and other approvals, consents, expiry of waiting periods, waivers, permitsorders, exemptions, orders and agreements and all amendments and modifications to, and terminations of, to agreements, indentures and arrangements considered by FSD Pharma to be which NHL and Sonoma shall consider necessary or desirable for in connection with the Arrangement to become effective Transaction and not otherwise specifically described in this agreement shall have been obtained or received on terms that are in form satisfactory to FSD Pharma;NHL and Sonoma; and (gd) there shall have been no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, taken under any applicable law or damages on account of by any government or relating to the Arrangement and there will not be in force any order governmental or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;regulatory authority which (i) no Lawsmakes it illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with prohibits the completion of the Plan Transaction, or (ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of Arrangementdamages directly or indirectly, including any material change relating to the Tax Act Transaction which is, or could be, materially adverse to NHL and other relevant income tax Laws of Canada or the Province of OntarioSonoma, which would have respectively, on a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out consolidated basis. The conditions precedent in this Agreement; (j) no material fact Article 7 are for the mutual benefit of Sonoma and NHL and may be waived, in whole or circumstancein part, including the fair market value at any time if waived by both Sonoma and NHL, such waiver being without prejudice to any other right that any party may have. In case any of the Celly Nu Sharesforegoing conditions cannot be fulfilled on or before the Closing Date to the satisfaction of Sonoma and NHL, shall have changed any of Sonoma and NHL may rescind this Agreement by notice to the other Party and in a manner which would have a material adverse effect upon FSD Pharma or such event each of NHL, the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Shareholders and Sonoma shall be exempt released from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofall obligations hereunder.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma Petro Basin and Celly NuSubco, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPetro Basin and Subco, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petro Basin Shareholders at the Petro Basin Meeting in accordance with the Arrangement Provisions, the constating documents of Petro Basin, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, Subco Shareholder(s) to the extent required byby law, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesSubco; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPetro Basin and Subco, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with all other consents, orders, regulations and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaPetro Basin and Subco; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either Petro Basin or Subco, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions: (a) this Agreement and the Interim Order shall have been granted transactions contemplated hereby, including in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of particular the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendmentAmalgamation, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to each of the extent required by, and Amalgamating Corporations in accordance with the provisions of the Act and any other applicable Laws and regulatory requirements; (b) the constating documents Amalgamation shall have received “minority approval” in accordance with Multilateral Instrument 61-101 — Protection of Celly NuMinority Security Holders in Special Transactions; (c) all necessary governmental or regulatory approvals and consents in respect of the Arrangement Resolution, with or without amendment, Amalgamation shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject obtained on terms satisfactory to the Interim Order, the constating documents of FSD Pharma, applicable Laws Augusta and the requirements of Newco or any applicable governmental or regulatory authoritieswaiting period shall have expired or been terminated; (d) no action, suit or proceeding shall have been threatened or taken before or by any court or tribunal and no law shall be proposed or enacted nor there shall have occurred or been threatened a change (or any condition, event or development involving a prospective change) in the Court business, assets, capitalization, financial condition or prospects of Augusta or Newco or any of their respective subsidiaries, which, in the sole judgment of Augusta or Newco, in any such case, might make it inadvisable for Augusta or Newco, as the case may be, to proceed with the Amalgamation; and (e) each of the parties shall have determined that there are reasonable grounds for believing that at the terms Redemption Time and conditions after payment of the Arrangement are procedurally consideration on the redemption of the Amalco Redeemable Preferred Shares (i) Amalco will be able to pay its liabilities as they become due; and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (eii) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry realizable value of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there Amalco’s assets will not be in force any order or decree restraining or enjoining less than the consummation aggregate of the transactions contemplated by this Agreement its liabilities and no cease trading or similar order with respect to any securities stated capital of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofall classes.

Mutual Conditions Precedent. The Subject to the other terms of this Agreement, the respective obligation obligations of the parties hereto BHC and B+L to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, at or mutual waiver in writing, on or before prior to the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived, in whole or in part, with the mutual written consent of the BHC and B+L, each acting reasonably: (a) the Interim Order shall and the Final Order will have been granted in form obtained on terms consistent with this Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) all consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with any Governmental Authority that are necessary to consummate the transactions provided for in this Agreement or the Plan of Arrangement and this Agreement, with or without amendment, shall will have been approved by the directors obtained and, if requiredapplicable, the shareholders of Celly Nu, to the extent required by, be in full force and in accordance with applicable Laws and the constating documents of Celly Nueffect; (c) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws or blue sky laws and the rules and regulations thereunder in connection with the Arrangement Resolution, with or without amendment, shall have been approved taken or made, and, where applicable, have become effective or been accepted by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesGovernmental Authority; (d) no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the Court shall have determined that the terms and conditions consummation of the Arrangement are procedurally or any of the transactions related thereto shall be in effect, and substantively fair to no other event outside the FSD Pharma Securityholders and the Final Order control of BHC shall have been granted in occurred or failed to occur that prevents the form and substance satisfactory to FSD Pharma, and shall not have been set aside consummation of the Arrangement or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseany related transactions; (e) the Celly Nu Shares to be issued actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws or blue sky laws and the rules and regulations thereunder in the United States pursuant to connection with the Arrangement shall be issued in accordance with and exempt from registration requirements under have been taken or made, and, where applicable, have become effective or been accepted by the applicable exemptions from registration under the U.S. Securities ActGovernmental Authority; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu BHC Class A Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if BHC Special Shares, the Plan of Arrangement is completed; (k) TC Shares, the issuance of Amalco 2 Shares and the securities under Specified Exchanged Awards, as the Plan of Arrangement case may be, shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsthereof; and (ng) this Agreement shall will not have been terminated pursuant to Section 6.2 hereofthe provisions of Article 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the sale of the Purchased Shares and the transactions contemplated by this Agreement are subject to the following conditions being satisfied on or before the Closing, which conditions are for the mutual benefit of all parties to this Agreement and may be waived in whole or in part only if jointly waived by all of the parties to this Agreement: (a) all material approvals, authorizations or consents, including approvals by Governmental Authorities, regulatory authorities, third parties and judicial approvals and orders legally required for the consummation of the Agreement and the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmafrom the persons, authorities or bodies having jurisdiction in the circumstances; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (hb) none of the approvals, authorizations, consents, orders, rulings, approvals laws or assurances required for the implementation of the Arrangement will contain regulations contemplated in this Section 5.1 shall have contained terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the parties acting reasonably; (c) an agreement, or agreements, in form and substance acceptable to VGC, shall have been entered into among Mineral Ridge, the Vendor, CRL and Dresdner whereunder: (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion terms of the Plan indebtedness of Arrangement, including any material change Mineral Ridge to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have Dresdner are amended in a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementmanner satisfactory to VGC; (jii) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant Dresdner consents to the Section 3(a)(10) Exemption; (l) acquisition of Mineral Ridge by the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsPurchaser; and (niii) this Agreement Dresdner agrees to release the Vendor and CRL of all obligations and liabilities undertaken by the Vendor or CRL in connection with the debt financing of Mineral Ridge and the Business, including the pledge of the Vendor's issued and outstanding shares by CRL and the pledge of the issued and outstanding shares of Touchstone Resources Company and Mineral Ridge by the Vendor, and such other documents as may be required to give effect thereto; (d) agreements shall not have been terminated pursuant entered into among Mineral Ridge, the Vendor, CRL, the Purchaser, VGC and Dresdner and such other creditors of Mineral Ridge, the Vendor or CRL as may be necessary to Section 6.2 hereofrelease each of the Vendor and CRL of all its liabilities, whether as principal debtor or guarantor, in respect of the development or operation of Mineral Ridge and the Business, including agreements with a reclamation bonding company and such other documents necessary to give effect thereto; and (e) there shall be no inter-company balances owing between Mineral Ridge and either of the Vendor or CRL, and Mineral Ridge, the Vendor and CRL shall have executed and delivered such releases of such inter-company balances as may be requested by the Purchaser and VGC.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, subject to receipt of required regulatory approvals, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to October 5, 2012, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Purchaser and Celly NuQAT, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPurchaser and QAT, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementMailing Date shall occur not later than October 15, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu2012; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved passed by the required number of votes cast by FSD Pharma Securityholders at the MeetingQAT Shareholders, on or prior to November 8, 2012 in accordance with the Interim Order andand in form and substance satisfactory to each of Purchaser and QAT, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesacting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair on or prior to the FSD Pharma Securityholders and November 12, 2012, the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPurchaser and QAT, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaPurchaser and QAT, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement and Articles of Amalgamation to be issued filed with the Director in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actsubstance satisfactory to each of Purchaser, Newco and QAT, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained or received on terms that are satisfactory to FSD Pharmaoccurred not later than the Outside Date; (g) no action will Purchaser and QAT shall have been instituted obtained all consents, waivers, permissions and be continuing approvals necessary to complete the Arrangement by or from relevant Governmental Authorities, on terms and conditions satisfactory to the Effective Date Parties, acting reasonably, including without limitation: (i) the approval of the QAT Shareholders required for an injunction the Arrangement pursuant to restrain, a declaratory judgment in respect of, the OBCA or damages on account of or as required by the Court and other matters relating to the Arrangement and there will not be in force any order or decree restraining or enjoining Arrangement; and (ii) the consummation approval of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of Court, (collectively, the parties will have been issued and remain outstanding"Third Party Approvals"); (h) none of all domestic and foreign statutory and regulatory waiting periods applicable to the consents, orders, rulings, approvals or assurances required for the implementation of transactions contemplated by the Arrangement will contain terms shall have expired or conditions have been terminated and no unresolved material objection or require undertakings opposition shall have been filed, initiated or security deemed unsatisfactory made during any applicable statutory or unacceptable by FSD Pharma;regulatory period; and (i) there shall be no Lawsaction taken under any existing Applicable Law, nor any statute, rule, regulation or policy shall have been proposedorder which is enacted, enactedenforced, promulgated or applied which interferes issued by any Governmental Authority, that: (i) makes illegal or is inconsistent with otherwise directly or indirectly restrains, enjoins or prohibits the completion Arrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein. The foregoing conditions are for the mutual benefit of Purchaser, Newco and QAT and may be asserted by Purchaser, Newco or QAT regardless of the Plan circumstances and may be waived by Purchaser, Newco and QAT (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser, Newco or QAT may have. If any of the foregoing conditions are not satisfied or waived, QAT or Purchaser, as the case may be, may, subject to Section 7.1, terminate this Agreement, provided that, prior to the filing of the Articles of Arrangement and the Articles of Amalgamation for the purpose of giving effect to the Arrangement, including any material change the Party intending to rely thereon has delivered a written notice to the Tax Act other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other relevant income tax Laws of Canada or matters which the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if Party delivering such notice is asserting as the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including basis for the fair market value non-fulfillment of the Celly Nu Shares, shall have changed in applicable conditions precedent. More than one such notice may be delivered by a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofParty.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this AgreementAgreement (other than the completion of the Private Placement described in Section 7.5), including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Skye Shareholders, the holders of Skye Options and the holders of Skye DSUs at the Skye Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaSkye and HudBay, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against HudBay or Skye which shall prevent the Celly Nu consummation of the Arrangement; (d) HudBay Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionof the U.S. Securities Act; provided, however, that Skye shall not be entitled to rely on the provisions of this Section 6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Skye fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemptions based on the Court’s approval of the transaction; (le) the issuance of the securities under the Plan of Arrangement Key Regulatory Approvals shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106have been obtained; (mf) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Key Third Party Consents shall have exercised their Dissent Rights; andbeen obtained; (ng) this Agreement shall not have been terminated in accordance with its terms; and (h) the distribution of the securities pursuant to Section 6.2 hereofthe Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102).

Mutual Conditions Precedent. The Each Party's obligation to satisfy their respective obligation of covenants herein and consummate the parties hereto to complete the Amalgamation and other transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as hereby is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate (or such other time as may be specifically indicated), of the following conditions, any of which may be waived by mutual consent of the Parties subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver, and without prejudice to their rights to rely on one or more other conditions precedent: (a) all governmental, regulatory and other third party approvals, consents, waivers, permits, orders, exemptions and authorizations as may be necessary or advisable with respect to the Interim Order Amalgamation and the other transactions contemplated hereby, including, without limitation, the conditional acceptance of the Exchange, shall have been granted obtained or received from the persons, authorities or bodies having jurisdiction in form the circumstances, all on terms and substance conditions satisfactory to FSD Pharma and Celly Nueach of the Parties hereto, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, NAN shall have been approved by held the directors and, if requiredNAN Shareholder Meeting and obtained the requisite approval of the NAN Shareholders for the Name Change, the shareholders of Celly NuBoard Reconstitution and, to the extent required byby the Exchange and/or Applicable Securities Laws, and the Resulting Issuer Replacement Option Plan, and, if applicable, the Consolidation, in accordance with applicable Laws the BCBCA and the constating documents of Celly NuApplicable Securities Laws; (c) the Arrangement Resolution, with or without amendment, NAN shall have been approved by obtained the required number requisite approval of votes cast by FSD Pharma Securityholders at NAN Shareholders of the Meeting, Amalgamation which will result in accordance with a "reverse takeover" of NAN under the Interim Order and, subject to policies of the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesExchange; (d) the Court PNR shall have determined that held the terms PNR Shareholder Meeting and conditions obtained the requisite approval of the Arrangement are procedurally and substantively fair to PNR Shareholders for the FSD Pharma Securityholders and Amalgamation in accordance with the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseOBCA; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement Filing Statement and Technical Report shall be issued in accordance with and exempt from registration requirements have been filed on SEDAR (wxx.xxxxx.xxx) under applicable exemptions from registration under the U.S. Securities ActNXX's issuer profile; (f) all material governmentalNXX Xxxxx shall have received the requisite approval of NAN, courtas the sole shareholder of NXX Xxxxx, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmacompletion of the Amalgamation as required by the OBCA; (g) no action will the Exchange shall have been instituted conditionally accepted the Amalgamation and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account listing of or relating the Resulting Issuer Shares issuable pursuant to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation Amalgamation (including Resulting Issuer Shares issuable upon exercise of the transactions contemplated by this Agreement and no cease trading or similar order with respect Resulting Issuer Replacement Options), subject only to any securities the satisfaction of any customary conditions for final acceptance of the parties will have been issued and remain outstandingExchange; (h) none of at the consentsEffective Time, ordersthere shall not be any law, rulingsregulation, approvals policy, judgment, decision, order, ruling or assurances required for directive proposed or enacted, which has or would have a Material Adverse Effect on, or prevent the implementation of Parties from completing, the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaAmalgamation; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Resulting Issuer Shares to PNR Shareholders pursuant to Section 2.3 shall be exempt from the prospectus and registration requirements of Applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under the U.S. Applicable Securities Act Laws, and shall not be subject to resale restrictions under Applicable Securities Laws (other than as applicable to control persons or pursuant to the Section 3(a)(10) Exemption; (l) the issuance 2.5 of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI National Instrument 45-106; (m) holders 102 – Resale of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsSecurities); and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 5.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Nevoro and Pursuit to complete the transactions contemplated by this Agreement, including the Arrangement Agreement and the obligation of each Pursuit to file a copy of FSD Pharma the Final Order and Celly Nu to take such other action as is necessary or desirable to give effect to a certified copy of this Agreement with the Arrangement Director shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, Date of the following conditions: (a) the Arrangement, with or without amendment, shall have been approved and adopted at the Meeting by the Pursuit Shareholders in accordance with the provisions of the Act and the Interim Order and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court; (b) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuPursuit; (c) the Arrangement ResolutionFinal Order shall have been obtained in form and substance satisfactory to Pursuit and having regard to this Agreement and a certified copy, together with or without amendmenta certified copy of this Agreement, and any other required documents, shall have been approved accepted by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesDirector for filing; (d) the Court TSX shall have determined that approved the terms and conditions of the Arrangement are procedurally and substantively fair subject to compliance with the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseusual requirements of such exchange; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periodsorders, waiversrulings, permitsapprovals and assurances, exemptionsincluding regulatory and judicial approvals and orders required, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the Persons, authorities or bodies having jurisdiction in the circumstances, each in a form acceptable to FSD PharmaPursuit and Nevoro; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining of any domestic or enjoining foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on the consummation of the Arrangement or transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsthereby; and (ng) this Agreement shall not have been terminated pursuant to under Section 6.2 6 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual written consent of the following conditionsParties: (a) the Interim Order Company Arrangement Resolution shall have been granted approved and adopted at the Company Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, Newmarket Share Issuance Resolution shall have been approved and adopted by the directors and, if required, Newmarket Shareholders at the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuNewmarket Meeting; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number each of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaCompany or Newmarket, acting reasonably, on appeal or otherwise; (d) there shall have been no action taken under any applicable Law or by any Governmental Entity which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement; (e) the Celly Nu Key Regulatory Approvals shall have been obtained; and (f) the Consideration Shares and Newmarket Replacement Securities (but not the issuance of any underlying securities) to be issued in the United States pursuant to the Arrangement shall either be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under of the U.S. Securities Act; (fAct pursuant to Section 3(a)(10) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing thereof based on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account Court’s approval of or relating to the Arrangement and there will compliance with the requirements set forth in Section 2.12; provided however, that Company shall not be entitled to rely on the provisions of this Subsection 6.1(f) in force any order or decree restraining or enjoining the consummation of failing to complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that Company fails to advise the Court prior to the hearing in respect to any securities of any of the parties will have been issued and remain outstanding; (h) none Interim Order, as required by the terms of the consentsforegoing exemptions, orders, rulings, approvals or assurances required for that Newmarket will rely on the implementation foregoing exemption based on the Court’s Approval of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Brazauro Securityholders at the Brazauro Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaBrazauro and Eldorado, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Eldorado or Brazauro which shall prevent the Celly Nu Shares consummation of the Arrangement; (d) Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Key Regulatory Approvals shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (f) the Key Third Party Consents shall have been obtained; (g) no action will if required by applicable Securities Laws: (i) relief shall have been instituted and be continuing obtained from any requirement of NI 43-101 which would require the filing on the Effective Date for an injunction to restrain, SEDAR by Brazauro or New Brazauro of a declaratory judgment technical report in respect of, or damages on account of or relating to any disclosure in the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order Brazauro Circular with respect to any securities material property of New Brazauro, provided that if any such relief granted requires the filing of a technical report prior to the parties will have been issued and remain outstandingEffective Time, such a technical report is filed by Brazauro prior to the Effective Time; or (ii) a technical report as required under NI 43-101 can be prepared so as to not unduly delay the Brazauro Meeting; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the securities pursuant to Section 6.2 hereofthe Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under applicable Securities Laws.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Aurizon Securityholders at the Aurizon Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaAurizon and Hecla, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Hecla or Aurizon which shall prevent the consummation of the Arrangement; (d) the Celly Nu Hecla Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under of the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; (f) all material governmental; provided, courthowever, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma that Aurizon shall not be entitled to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing rely on the Effective Date for an injunction provisions of this Section 6.1 (d) in failing to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that Aurizon fails to advise the Court prior to the hearing in respect to any securities of any of the parties Final Order, as required by the terms of the foregoing exemptions, that Hecla will have been issued and remain outstandingrely on the foregoing exemptions based on the Court’s approval of the transaction; (he) none the distribution of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Hecla Shares pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the prospectus and registration under requirements of applicable Canadian securities laws either by virtue of exemptive relief from the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance securities regulatory authorities of each of the securities provinces of Canada or by virtue of applicable exemptions under the Plan of Arrangement Canadian Securities Laws and shall not be exempt from prospectus requirements subject to resale restrictions under applicable Canadian Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsLaws; and (nf) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation (i) Prior to execution hereof, Buyer and Sellers shall have agreed upon and executed a joint certificate generally allocating the Purchase Price among the Premises and Purchased Assets as set forth in Exhibit 20; provided however that Exhibit 20 may be modified by mutual agreement of the parties hereto prior to Closing if, based on additional information coming to the attention of the parties, such modification is appropriate. Buyer and Sellers acknowledge that such allocation shall have been arrived at by arm's length negotiation, and Buyer and Sellers hereby agree, subject to the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in good faith to endeavor to report consistently, in any tax return completed or filed by such party, the sale of the Premises and Purchased Assets pursuant to this Agreement in accordance with the allocation. Sellers shall provide to Buyer, and Buyer shall provide to Sellers, all information for Part 1 of U.S. Treasury Department Form 8594 which will enable Buyer and Sellers each to make, in a timely manner, all filings (including supplemental filings) deemed appropriate by Sellers or Buyer pursuant to Section 1060 of the Code, and the Treasury Regulations promulgated thereunder. All information provided by Sellers and Buyer in 34 37 compliance with this paragraph shall be complete and accurate in all respects. (ii) Within 30 days after the transactions contemplated by date of this Agreement, including the Arrangement Buyer and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors andCompany shall, if required, prepare and file proper notification forms and affidavits in compliance with the shareholders HSR Act. Buyer and the Company shall each pay one-half of Celly Nuall fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Buyer and the Company shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, neither Buyer nor the Company shall have any obligation to contest such challenge or make or provide any such filing or information, and each shall be entitled, at its option, to the extent required by, withdraw its filing and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in terminate this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Wabi and Buena Vista to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Wabi and Buena Vista: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the Interim Order completion of the Arrangement, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Buena Vista or Wabi or materially impede the completion of the Arrangement, shall have been granted obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Arrangement shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order effect. (c) The Interim Order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise;. (bd) the Arrangement and this Agreement, with or without amendment, The Buena Vista Shareholder Approval shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and obtained in accordance with applicable Laws Law and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;. (de) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the The Final Order shall have been granted on terms consistent with this Agreement and otherwise in the form and substance satisfactory to FSD Pharmaeach of the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, acting reasonably, on appeal or otherwise;. (ef) the Celly Nu The Wabi Shares to be issued pursuant to the Arrangement as well as the Wabi Shares to be issued pursuant to exercise of Replacement Wabi Options or Buena Vista Warrants, shall have been conditionally approved for listing on the CSE, subject to standard listing conditions. (g) (i) the Wabi Shares to be issued in connection with the Arrangement will not be subject to any statutory hold or restricted period under the Applicable Securities Laws in Canada and will be freely tradable within Canada by the holders thereof, subject in each case to restrictions contained in Section 2.6(3) of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators; (ii) assuming the compliance of Buena Vista with the terms of this Agreement, the Wabi Shares to be issued in connection with the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption; and (iii) the Wabi Shares to be distributed in the United States pursuant to the Arrangement shall not be issued subject to resale restrictions in accordance with and exempt from registration requirements under applicable exemptions from registration the United States under the U.S. Securities Act;1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933Act). (fh) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on On the Effective Date for an injunction to restrainDate, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and there will Wabi Shares or the Buena Vista Shares shall be in effect. (i) There shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental Authority, before any court or enjoining Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Arrangement or any of the other transactions contemplated by this Agreement and no cease trading or similar order with respect seeking to obtain from Wabi or Buena Vista any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any damages that are material change in relation to the Tax Act and other relevant income tax Laws of Canada Buena Vista or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement;Wabi Group. (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this This Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms. (k) The Arrangement and the Consolidation shall have been approved by the shareholders of Wabi in accordance with applicable Law. (l) The Arrangement, the Reclassification and the BVG Consolidation shall have been approved by the shareholders of Buena Vista in accordance with applicable Law.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Xxxxxxxx and Acpana to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Xxxxxxxx, Xxxxxxxx Subco and Acpana: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, All consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toapprovals required to permit the completion of the Amalgamation, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Acpana or Xxxxxxxx or materially impede the completion of the Amalgamation, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (gb) no action will No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Amalgamation shall have been instituted issued by any federal, state, or provincial court having jurisdiction and be continuing remain in effect; (c) The Xxxxxxxx Shares shall have been approved for listing on the CSE, subject to normal conditions on the Effective Date for an injunction to restrainor as soon as practicable thereafter; (d) On the Effective Date, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and there will Xxxxxxxx Shares, the Acpana Shares or the Amalco Shares shall be in effect; (e) There shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental entity, before any court or enjoining governmental authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Amalgamation or any of the other transactions contemplated by this Agreement or seeking to obtain from Xxxxxxxx, Xxxxxxxx Subco or Acpana any damages that are material in relation to Xxxxxxxx, Xxxxxxxx Subco and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding;Acpana; and (hf) none The distribution of Amalco Shares and the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Xxxxxxxx Shares pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Amalgamation shall be exempt from the prospectus and registration under requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance securities regulatory authorities of each of the securities provinces of Canada or by virtue of applicable exemptions under the Plan of Arrangement shall be exempt from prospectus requirements under Canadian Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares Laws and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant be subject to Section 6.2 hereofresale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons).

Mutual Conditions Precedent. The respective obligation (i) Prior to execution hereof, Last Chance and PGE shall have agreed upon and executed a joint certificate generally allocating the Purchase Price among the Acquired Assets, the Integral Properties and Assets and the Integrated Agreements, as set forth in Exhibit 33; provided however that Exhibit 33 may be modified by mutual agreement of the parties hereto prior to Closing if, based on additional information coming to the attention of the parties, such modification is appropriate. Last Chance and PGE acknowledge that such allocation shall have been arrived at by arm's length negotiation, and Last Chance and PGE hereby agree, subject to the requirements of Section 1060 of the Code, and the Treasury Regulations promulgated thereunder, in good faith to endeavor to report consistently, in any tax return completed or filed by such party, the sale of the Acquired Assets pursuant to this Agreement in accordance with the allocation. PGE shall provide to Last Chance, and Last Chance shall provide to PGE, all information for Part 1 of U.S. Treasury Department Form 8594 which will enable Last Chance and PGE each to make, in a timely manner, all filings (including supplemental filings) deemed appropriate by PGE or Last Chance pursuant to Section 1060 of the Code, and the Treasury Regulations promulgated thereunder. All information provided by PGE and Last Chance in compliance with this paragraph shall be complete and accurate in all respects. (ii) Within 30 days after the transactions contemplated by date of this Agreement, including the Arrangement Last Chance and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors andPGE shall, if required, prepare and file proper notification forms and affidavits in compliance with the shareholders HSR Act. Last Chance and PGE shall each pay one-half of Celly Nuall fees payable to Governmental Authorities in connection with such filings. If, following the filing of such forms, any Governmental Authority shall challenge the transaction contemplated hereby, or request additional filings or information, Last Chance and PGE shall take preliminary steps to attempt to ascertain the nature of the challenge and the likelihood that the Governmental Authority will permit the transaction contemplated hereby to proceed notwithstanding the challenge. After taking such preliminary steps, neither Last Chance nor PGE shall have any obligation to contest such challenge or make or provide any such filing or information, and each shall be entitled, at its option, to the extent required by, withdraw its filing and in accordance with applicable Laws and the constating documents of Celly Nu;terminate this Agreement. (ciii) Upon the Arrangement Resolution, with or without amendment, shall have been approved failure of Closing to occur on the Closing Date by reason of the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements failure of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions Condition Precedent, each of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement Integrated Agreements shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary no force or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofeffect.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Affected Securityholder Approval shall have been granted obtained at the HighGold Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement Key Regulatory Approvals and this Agreement, with or without amendment, Key Third Party Consents shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuobtained; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaHighGold and Contango, acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) the Celly Nu Contango Shares to be issued to Affected Securityholders in exchange for their HighGold Shares and HighGold Options, as the case may be, pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, (ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates” of Contango, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(b) of the U.S. Exchange Act; provided, however, that HighGold shall not be entitled to rely on the provisions of this Section 7.1(e) in failing to complete the transactions contemplated by this Agreement in the United States event that XxxxXxxx fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement, and comply with the requirements set forth in Section 2.3; and (f) the distribution of the Contango Shares pursuant to the Arrangement shall be issued in accordance with and exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmentalLaws, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment except in respect of, or damages of those holders who are subject to restrictions on account resale as a result of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no being a “control person” under applicable Securities Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including and in particular to complete the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateTime, or such other time specified, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Cenovus and Celly NuHusky, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesCenovus or Husky, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws Husky Common Shareholders and the constating documents holders of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved Husky Options by the required number of votes cast by FSD Pharma Securityholders Husky Required Approval at the Husky Meeting, in accordance with the Interim Order and, subject to Order; (c) the Interim Order, Share Issuance Resolution shall have been approved by the constating documents of FSD Pharma, applicable Laws and Cenovus Common Shareholders at the requirements of any applicable regulatory authoritiesCenovus Meeting; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaon terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaCenovus or Husky, acting reasonably, on appeal or otherwise; (ei) the Celly Nu TSX shall have conditionally approved the issuance and the listing and posting for trading on the TSX of: (A) the Cenovus Common Shares, the Cenovus Warrants and, if the Preferred Share Condition is satisfied prior to the Effective Time, the Cenovus Preferred Shares to be issued in the United States pursuant to the Arrangement Arrangement; and (B) the Cenovus Common Shares issuable upon exercise of Cenovus Warrants; and (ii) the NYSE shall have approved the issuance of: (A) the Cenovus Common Shares and the Cenovus Warrants to be issued pursuant to the Arrangement; and (B) the Cenovus Common Shares issuable upon exercise of Cenovus Warrants, subject, in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acteach case, to official notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Key Regulatory Approvals shall have been obtained or received on terms that are satisfactory to FSD Pharma;obtained, and each such Key Regulatory Approval shall be in full force and effect; and (g) no action will Governmental Authority shall have been instituted enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and be continuing on has the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account effect of or relating to making the Arrangement and there will not be in force any order illegal or decree restraining otherwise preventing or enjoining the prohibiting consummation of the transactions contemplated Arrangement. The conditions in this Section 6.1 are for the mutual benefit of the Parties and may be asserted by this Agreement either Party regardless of the circumstances and no cease trading may be waived by the mutual written consent of the Parties, in whole or similar order with respect in part, at any time and from time to time without prejudice to any securities of any of other rights that the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstanceParties may have, including the fair market value right of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan Parties to rely on any other of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofsuch conditions.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may be waived only with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Xxxxx Shareholders and the Xxxxx Securityholders at the Xxxxx Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaXxxxx and SciVac, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement; (d) the Celly Nu Shares to be issued in distribution of the United States securities pursuant to the Arrangement shall be issued in accordance with and exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable exemptions from registration under the U.S. Securities ActLaws (other than as applicable to control Persons or pursuant to Section 2.6 of National Instrument 45-102); (fe) all material governmentalthe Xxxxx Shares, courtthe New Xxxxx Shares, regulatory, third party the Spinco Shares and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Acquired Xxxxx Shares to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating issued pursuant to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof and will not be subject to resale restrictions under the U.S. Securities Act, subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of Xxxxx following the Effective Date. (f) the TSX shall have conditionally approved for listing, subject to the payment of fees and the filing of customary required documents, the New Xxxxx Shares issuable pursuant to the Arrangement; (lg) the issuance of the securities under the Plan of Arrangement Key Regulatory Approvals shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106have been obtained; (mh) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Key Third Party Consents shall have exercised their Dissent Rightsbeen obtained; (i) the Spinco Reorganization shall have been completed; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 9.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma FIV and Celly Nueach of the FIV Subsidiaries, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any FIV and each of the PartiesFIV Subsidiaries, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the FIV Shareholders at the FIV Meeting in accordance with the Arrangement Provisions, the constating documents of FIV, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if requiredBC0981609 Shareholder(s), the shareholders of Celly NuBC0981624 Shareholder(s), the XX0000000 Shareholder(s), and the CanPac Shareholder(s) to the extent required by, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) each of the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;FIV Subsidiaries. (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaFIV and the FIV Subsidiaries, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares Articles of Arrangement to be issued filed with the Registrar in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under substance satisfactory to FIV and each of the U.S. Securities ActFIV Subsidiaries, acting reasonably; (f) all material governmentalother consents, courtorders, regulatory, third party regulations and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaFIV and each of the FIV Subsidiaries; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either FIV or any of the FIV Subsidiaries, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation of the parties hereto parties’ obligations to complete the transactions contemplated by in this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to satisfaction of the satisfaction, or mutual waiver in writing, following conditions on or before the Effective Date, of the following conditions: (a) the Interim Order shall and Final Order will have been granted in form obtained from the Court on terms acceptable to each of the parties and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall will not have been set aside or modified in a manner unacceptable to any either of the Parties, acting reasonablyparties, on appeal or otherwise; (b) Origen and Spinco will have received all required approvals, including approval by Origen Shareholders of the Arrangement at the Meeting, approval by their respective boards of directors, and this Agreementapproval of the CSE to the Arrangement, subject only to compliance with or without amendment, shall have been approved by the directors andusual conditions of that approval, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuany; (c) the Spinco Shares to be issued pursuant to the Arrangement Resolutionto Origen Shareholders in the United States shall either be: (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; or (iii) issued pursuant to an exemption from the registration requirements of the U.S. Securities Act; provided, with or without amendmenthowever, that Origen shall not be entitled to the benefit of the conditions in this Section 5.1(c) and shall be deemed to have been approved by waived such condition in the required number event that Origen fails to advise the Court prior to the hearing in respect of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject that Origen intends to rely on the Interim Order, Section 3(a)(10) Exemption based on the constating documents Court’s approval of FSD Pharma, applicable Laws the Arrangement and comply with the requirements set forth in Section 2.2 and the requirements of any applicable regulatory authoritiesFinal Order shall reflect such reliance; (d) the Court shall Origen will have determined received confirmation from counsel that the terms and conditions delivery of the Arrangement are procedurally and substantively fair Spinco Shares to the FSD Pharma Securityholders Origen Shareholders, pursuant to the Arrangement will be exempt from the registration and prospectus requirements in each of the Final Order shall have been granted provinces and territories of Canada in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified which Origen Shareholders are resident in a manner unacceptable to FSD Pharma, on appeal or otherwiseCanada; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation completion of the transactions contemplated by this Arrangement Agreement and no cease trading or similar order with respect to any securities the Plan of any of the parties will have been issued and remain outstandingArrangement; (hf) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the contemplated by this Arrangement Agreement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaeither of the parties hereto, acting reasonably; (g) the Spinco Shares will have been conditionally approved for listing on the CSE; (h) this Arrangement Agreement will not have been previously terminated; and (i) no Laws, regulation or policy shall the obligation of each Party to complete the Arrangement is subject to the further condition that the covenants of the other Parties will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out duly performed. The foregoing conditions in this Agreement; (j) no material fact Section 5.1 are inserted for the benefit of both parties and may only be waived in whole or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofpart at any time by both parties.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including and in particular the Arrangement and completion of the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateTime, or such other time specified, of the following conditions, each of which may only be waived by the mutual written consent of both Parties without prejudice to each Party's right to rely on any other of such conditions: (a) on or prior to July 27, 2018, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Baytex and Celly NuRaging River, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesBaytex or Raging River, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution, in the form and this Agreement, with or without amendmentsubstance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Raging River Shareholders in accordance with applicable Laws and the constating documents of Celly NuRaging River Shareholders' Vote at the Raging River Meeting, in accordance with the Interim Order; (c) the Arrangement Share Issuance Resolution, with or without amendmentin the form and substance reasonably satisfactory to each of Raging River and Baytex, shall have been approved by the required number of votes cast by FSD Pharma Securityholders Baytex Shareholders at the Baytex Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaeach of Baytex and Raging River, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaBaytex or Raging River, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement to be issued filed with the Registrar in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actsubstance satisfactory to each of Baytex and Raging River, acting reasonably; (f) all material governmental, court, regulatory, third party (i) the TSX shall have conditionally approved the issuance and other approvals, consents, expiry the listing and posting for trading on the TSX of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Baytex Shares to be necessary or desirable for issued pursuant to the Arrangement to become effective (including and without limitation, the Baytex Shares issuable on exercise of Raging River Options which remain outstanding following the Effective Time in accordance with Subsection 2.5(b) and vesting of all Raging River Restricted Awards and Raging River Performance Awards which remain outstanding following the Effective Time in accordance with Subsection 2.5(c)(ii)) and (ii) the NYSE shall have been obtained or received on terms that are satisfactory approved the issuance of such Baytex Shares, subject to FSD Pharmaofficial notice of issuance, in each case subject only to customary conditions reasonably expected to be satisfied; (g) no action will the Competition Act Approval and the HSR Act Approval shall have been instituted obtained on terms and be continuing on the Effective Date for an injunction conditions satisfactory to restraineach of Raging River and Baytex, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingacting reasonably; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no not more than 5% of the FSD Pharma Sharesissued and outstanding Raging River Shares shall have exercised, and not withdrawn, Dissent Rights; (i) all required regulatory and governmental approvals and consents necessary for the completion of the Arrangement, other than those otherwise contemplated in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Sharesthis Section 5.1, shall have exercised their Dissent Rightsbeen obtained on terms and conditions satisfactory to each of Raging River and Baytex, acting reasonably; and (nj) this Agreement no action shall not have been terminated pursuant taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued after the Agreement Date by any Governmental Authority, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to Section 6.2 hereofthe transactions contemplated by this Agreement. The foregoing conditions are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any time and from time to time without prejudice to any other rights that such Parties may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions: (a) the Interim Order Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall have been granted be in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any each of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, Articles of Continuance to be filed with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Director in accordance with applicable Laws the Amalgamation shall be in form and substance satisfactory to each of the constating documents of Celly NuParties, acting reasonably; (c) the Arrangement Resolutionthere being no act, with action, suit or proceeding nor any inquiry or investigation (whether formal or informal) threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private person (including, without amendmentlimitation, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meetingany individual, corporation, firm, group or entity) in accordance with the Interim Order andCanada, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to or elsewhere, whether or not having the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry force of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications tolaw, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Lawslaw, regulation or policy shall will have been proposed, enacted, promulgated or applied applied, which interferes has the effect to cease trade, enjoin, prohibit or is inconsistent with impose material limitations or conditions on any of the Parties, or which, if the Amalgamation were completed, would materially and adversely affect any of the Parties; (d) there being no prohibition at Applicable Law against the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this AgreementAmalgamation; (je) there shall have been no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a events affecting Clarmin and no material adverse effect upon FSD Pharma changes in the condition (financial or otherwise), assets, liabilities, operations, earnings, business or prospects of Clarmin or Cybin prior to the FSD Pharma Securityholders if the Plan of Arrangement is completedEffective Date; (kf) the issuance TSX-V has accepted the delisting of the securities under Clarmin Common Shares, and such other matters required to effect the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptiontransactions contemplated hereby that may require TSX-V approval; (lg) the issuance of CSE has accepted for listing the securities under Clarmin Common Shares and, if required, the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant Clarmin Disposition, and such other matters required to effect the Section 2.11 of NI 45-106transactions contemplated hereby that may require CSE approval; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nh) this Agreement shall not have been terminated pursuant in accordance with its terms; and (i) Clarmin and Cybin shall be satisfied, in their sole discretion, with the results of all due diligence investigations. The foregoing conditions are for the mutual benefit of the Parties and may be waived, in whole or in part, jointly by the Parties, without prejudice to Section 6.2 hereoftheir right to rely on any other such conditions, at any time. If any of the foregoing conditions are not satisfied or waived on or before the Outside Date, or if any circumstance, fact, change, event or occurrence shall have occurred that would render it impossible for any of the foregoing conditions to be satisfied on or before the Outside Date, then a Party may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties Parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time as is specified below, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Bancorp, Medical and Celly NuAltaRex, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, reasonably and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch parties, acting reasonably, on appeal or otherwise; (eb) on or before February 2, 2004 the Celly Nu Shares to be issued in Arrangement Resolution shall have been passed by the United States AltaRex Securityholders as required pursuant to the Arrangement shall be issued Interim Order, in accordance with the provisions of the ABCA, the AltaRex Governing Documents and any applicable regulatory requirements, and in form and substance satisfactory to each of AltaRex, Medical and Bancorp acting reasonably, duly approving the Arrangement in accordance with the Interim Order; (c) on or before February 3, 2004, the Final Order shall have been granted in form and substance satisfactory to each of AltaRex, Medical and Bancorp each acting reasonably; (d) the Articles of Arrangement, together with the Final Order, filed with the Registrar in accordance with the Arrangement and Section 193(10) of the ABCA shall be in form and substance satisfactory to each of AltaRex, Medical and Bancorp, each acting reasonably; (e) all requisite consents, orders, approvals and authorizations, including, without limitation, regulatory and judicial approvals and orders, required or necessary for the completion of the Arrangement (including receipt of a MRRS decision document and/or other discretionary orders from applicable securities regulatory authorities in form reasonably satisfactory to counsel to AltaRex and Bancorp which would exempt all trades in securities of AltaRex and Medical contemplated by the Arrangement from the prospectus and registration requirements under of applicable exemptions from registration securities legislation) shall have been completed or obtained on terms and conditions satisfactory to each of AltaRex, Medical and Bancorp, acting reasonably, and all applicable statutory or regulatory waiting periods to the transactions contemplated under the U.S. Securities ActArrangement, shall have been expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory period; (f) all material governmentalthe TSX or, courtfailing that, regulatory, third party and other approvals, consents, expiry the TSXV shall have accepted notice of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective and the transactions contemplated thereby and shall have been obtained approved the issue of the Medical Common Shares and the listing of the Medical Common Shares, subject only to the conditions that may be imposed by the TSX or received on terms that are satisfactory to FSD Pharmathe TSXV, as the case may be; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposedbecome effective on or before February 3, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement2004; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties Parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time as is specified below, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or before April 30, 2009, the Interim CCAA Approval Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonablythe same as the draft of such order attached hereto as Exhibit B, and such order shall not have been set aside or modified in a any manner unacceptable to any of the such Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreementon or before May 29, with or without amendment, shall have been approved by the directors and, if required2009, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaeach of the Parties, acting reasonably, and shall not have been set aside or modified in a any manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (c) on or before June 30, 2009, the Arrangement Resolution shall have been passed by the Fund Securityholders in accordance with the Interim Order; (d) on or before June 30, 2009, the Final Order shall have been granted in form and substance satisfactory to each of the Parties acting reasonably and shall not have been set aside or modified in any manner unacceptable to such Parties, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement, together with the Final Order, to be issued sent to the Director in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under substance satisfactory to each of the U.S. Securities ActParties acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, requisite consents, expiry of waiting periodsorders, waiversapprovals and authorizations, permitsincluding, exemptionswithout limitation, orders regulatory and agreements judicial approvals and all amendments and modifications toorders, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the Arrangement to become effective and the transactions contemplated by the CCAA Approval Order shall have been completed or obtained or received on terms that are and conditions satisfactory to FSD Pharmaeach of the Parties, acting reasonably, and all applicable statutory or regulatory waiting periods in respect of the transactions contemplated under the Arrangement shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by any regulatory authority during any applicable statutory or regulatory waiting period; (g) All appeal periods in respect of the CCAA Approval Order shall have expired and no action will appeals shall have been instituted and be continuing on the Effective Date for an injunction to restrainfiled, a declaratory judgment in respect of, initiated or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order made with respect to any securities of any of the parties will have been issued CCAA Approval Order and remain outstandingthe CCAA Approval Order shall be in full force and effect, unamended; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms shall have become effective on or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;before June 30, 2009; and (i) there shall be no Lawsaction taken under any Applicable Law or by any Person that: (i) makes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposedprohibits the Arrangement or the CCAA Approval Order or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the Arrangement or the CCAA Approval Order or any other transactions contemplated herein; or (iii) has had or, enactedif the Arrangement Agreement was consummated, promulgated would reasonably be expected to result in, a Material Adverse Effect on Fund, Xxxxxx or applied which interferes or is inconsistent with Benachee. The foregoing conditions are for the completion mutual benefit of the Plan of Arrangement, including Parties and may be asserted by any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance Parties regardless of the securities under the Plan of Arrangement shall circumstances and may be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shareswaived by such Parties in their sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which such Parties may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties each Party hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order and the Final Order shall have been granted obtained in form and substance satisfactory to FSD Pharma the Company and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseCorvus; (b) the Arrangement and this AgreementArrangement, with or without amendment, shall have been approved at the Meeting in accordance with the Interim Order and by the directors requisite majority of the votes cast by the Shareholders thereon at the Meeting; (c) the TSX shall have received notice of the Arrangement in accordance with their rules and policies, and shall have no objection to the Arrangement as of the Effective Date and, if required, the shareholders TSX shall have conditionally approved the listing of Celly Nu, the New Common Shares to be issued pursuant to the extent required by, and in accordance with applicable Laws and Arrangement (including the constating documents New Common Shares which as a result of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by are issuable on the required number exercise of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order andOptions and Warrants), subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the usual requirements of any applicable regulatory authoritiesthe TSX; (d) the Court TSX, or such other recognized stock exchange acceptable to Corvus, shall have determined that conditionally approved the terms and conditions listing of the Corvus Common Shares issuable under the Arrangement (including the Corvus Common Shares which as a result of the Arrangement are procedurally and substantively fair issuable on the exercise of the Warrants), subject to compliance with the FSD Pharma Securityholders and requirements of the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside TSX or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisesuch other stock exchange; (e) the Celly Nu Shares conditions precedent, other than any conditions related to be issued the completion of the transactions contemplated under this Agreement, contained in the United States pursuant to the Arrangement Alaska Purchase Agreement, Talon Nevada Purchase Agreement, Corvus Subscription Agreement and Raven Gold Subscription Agreement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been satisfied or waived; (f) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement; (g) all material regulatory requirements shall have been complied with and all governmental, court, regulatory, third party person and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Company to be necessary or desirable for the completion of the transactions provided for in this Agreement and the Arrangement to become effective and for the transfer of the Transferred Assets to Corvus, shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted the Company and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingCorvus; (h) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmathe Company or Corvus, acting reasonably; (i) no Laws, regulation or policy dissent rights shall not have been proposed, enacted, promulgated exercised prior to the Effective Date by holders of 3% or applied which interferes or is inconsistent with the completion more of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Common Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 4.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified in the relevant condition precedent, of the following conditions, any of which may be waived by the mutual consent of the Parties without prejudice to their right to rely on any other of such conditions or any other conditions precedent set forth herein: (a) the Interim Order Articles of Arrangement to be filed with the Director in accordance with the Arrangement shall have been granted be in accordance with the terms of the Plan of Arrangement and in form and substance satisfactory to FSD Pharma each of TargetCo and Celly NuAcquireCo, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Articles of Arrangement and this Agreement, with or without amendment, shall have been approved by filed with the directors andDirector on or prior to April 29, if required, 2011 and the shareholders of Celly Nu, Effective Date shall occur on or prior to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order andOutside Date, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair extension available to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed Party as set out provided in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nc) this Agreement shall not have been terminated pursuant to Article 8; (d) all required domestic and foreign regulatory, governmental and third party approvals and consents in respect of the completion of the Arrangement and the transactions contemplated by this Agreement shall have been obtained on terms and conditions satisfactory to TargetCo and AcquireCo, each acting reasonably, including, without limitation, conditional approval of the TSX and the AMEX of the Arrangement and the listing on the TSX and the AMEX, as applicable, of the AcquireCo Shares, the Replacement Warrants and the AcquireCo Shares underlying the Replacement Warrants as contemplated by Section 6.2 hereof3.2(c), and all applicable domestic and foreign statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; and (e) no act, action, suit, proceeding, objection or opposition shall have been threatened or taken before or by any Governmental Entity or by any elected or appointed public official or private Person in Canada or elsewhere, whether or not having the force of Law, and no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, which in the sole judgment of TargetCo or AcquireCo (as applicable), acting reasonably, in any such case makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or has had or, if the Arrangement and the transactions contemplated by this Agreement was consummated, would result in a Material Adverse Change in the affairs, operations or business of AcquireCo or TargetCo, respectively, or would have a Material Adverse Effect on the ability of the Parties to complete the Arrangement. The foregoing conditions are for the mutual benefit of AcquireCo and TargetCo and may be asserted by AcquireCo and TargetCo regardless of the circumstances and may be waived by AcquireCo and TargetCo (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which AcquireCo or TargetCo may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived, in whole or in part, with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Company Shareholders at the Company Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither the Company or Hudbay, each acting reasonably, on appeal or otherwise; (c) the Share Issuance Resolution shall have been approved and adopted by the Hudbay Shareholders at the Hudbay Meeting; (d) no Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or Hudbay from consummating the Arrangement; (e) (x) the Celly Nu Consideration Shares and Hudbay Replacement Options to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section section 3(a)(10) Exemptionthereof and (y) such Consideration Shares and Hudbay Replacement Options shall not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and subject only to restrictions on transfer applicable solely as a result of the holder being, or within the last 90 days having been, an affiliate (as defined in Rule 144 under the U.S. Securities Act) of Hudbay or except as disclosed in the Joint Circular; (lf) the issuance distribution of the securities under the Plan of Arrangement Consideration Shares and Hudbay Replacement Options shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian Securities Legislation Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws; (g) the Consideration Shares to be issued pursuant to the Section 2.11 Arrangement shall have been approved for listing on the NYSE (subject only to official notice of NI 45-106issuance) and the TSX (subject only to customary conditions); (mh) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Competition Act Approval shall have exercised their Dissent Rightsbeen obtained and such Competition Act Approval shall be in force and shall not have been modified or rescinded; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including Agreement and to file the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable documents required to give effect to the Arrangement shall be subject to the satisfaction, satisfaction of or mutual waiver in writing, by the parties on or before the Effective Date, Date of each of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementArrangement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and NxtPhase Meeting in accordance with applicable Laws the provisions of the Interim Order and the constating documents Arrangement shall have otherwise been approved and adopted by the requisite majorities of Celly Nupersons entitled to vote thereon as determined by the Court or by any other rules and policies of Canadian corporate and securities regulatory authorities having jurisdiction; (b) the Registration Statement (including any post-effective amendment thereto) shall be effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding shall be pending or to the knowledge of Beacon threatened by the SEC to suspend the effectiveness of such Registration Statement, and Beacon shall have received all U.S. state securities or "blue sky" permits or other authorizations, or confirmations, as to the availability of an exemption from registration requirements as may be necessary; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted obtained from the Court in the form and substance satisfactory to FSD Pharmaeach of the parties, acting reasonably; (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement shall not have been set aside obtained or modified received from the persons, authorities or bodies having jurisdiction in a manner unacceptable to FSD Pharma, on appeal or otherwisethe circumstances; (e) the Celly Nu Beacon Shareholders shall have approved (i) the Plan of Arrangement and the issuance of Beacon Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt this Agreement, (ii) an amendment to the Beacon Certificate of Incorporation increasing the number of Beacon Shares authorized for issuance from registration requirements 110,000,000 to 170,000,000 and (iii) an amendment to the Beacon Equity Incentive Plan increasing the number of Beacon Shares authorized for issuance under applicable exemptions such plan from registration under the U.S. Securities Act9,000,000 to 23,000,000; (f) all material governmentalsubject to Section 4.7 and any applicable securities laws in the provinces of Canada, court, regulatory, third party and other approvals, consents, expiry the issuance of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications tothe Beacon Shares pursuant to the Arrangement will comply with the registration requirements by the 1933 Act, and terminations of, agreements, indentures be registered and arrangements considered by FSD Pharma to freely tradable shares in the United States upon issuance and will be necessary or desirable for exempt from the Arrangement to become effective shall have been obtained or received on terms that registration and prospectus requirements of applicable securities laws in each of the provinces of Canada in which NxtPhase Shareholders are satisfactory to FSD Pharma;resident; and (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining of any domestic or enjoining foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall be enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the consummation of Arrangement or the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofthereby.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Pubco and BVCI to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement contemplated Amalgamation, shall be subject to the fulfilment or satisfaction, or mutual waiver in writing, on or before the Effective Date, of each of the following conditions: (a) the Interim Order Amalgamation shall have been granted approved by the requisite number of votes cast by the BVCI Shareholders and the Pubco Shareholders in accordance with the Act and any applicable regulatory requirements; (b) the contemplated Consolidation shall have been approved by the requisite number of votes cast by the Pubco Shareholders in accordance with the Act and any applicable regulatory requirements; (c) BVCI shall have obtained Exchange Approval for the contemplated Amalgamation and listing of the Amalco Shares on the CSE, , in accordance with the Act and any applicable regulatory requirements to the Amalgamation; (d) the Articles of Amalgamation, in form and substance satisfactory to FSD Pharma Pubco and Celly NuBVCI, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved accepted for filing by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseRegistrar; (e) the Celly Nu Shares BVCI shall have completed its contemplated BVCI Private Placement and Pubco shall have completed its contemplated Consolidation, both to be issued in the United States pursuant completed immediately prior to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actproposed Amalgamation; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining of a court of competent jurisdiction or of any federal, provincial, municipal or other governmental department, commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement Agreement; (g) all necessary regulatory reviews, rulings, orders, consents and no cease trading approvals necessary under applicable legislation, regulation or similar order policy shall with respect to any securities of any of the parties will transactions contemplated hereby have been issued and remain outstandingcompleted or obtained; (h) none no act, action, suit, proceeding, objection or opposition shall have been threatened or taken before or by any court, tribunal or governmental agency or other regulatory or administrative agency or commission or before or by any elected or appointed public office or private person in Canada or elsewhere, whether or not having the force of law; and no law, regulation, policy, judgement, decision, order, ruling or directive (whether or not having the consentsforce of law) shall have been enacted, orders, rulings, approvals promulgated or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;applied; which in any case: (i) no Lawshas had or could reasonably be expected to have the effect of cease trading the BVCI Shares or the Pubco Shares, regulation or policy shall have been proposedmaking illegal or enjoining, enactedprohibiting or imposing material limitations, promulgated damages or applied which interferes conditions on the Amalgamation or is inconsistent with the completion right of Pubco to own or exercise full rights of ownership of the Plan of ArrangementAmalco Shares; or (ii) has had or, including any material change if the Amalgamation was consummated, would reasonably be expected to the Tax Act and other relevant income tax Laws of Canada result in, a Material Adverse Effect on BVCI or the Province of OntarioPubco, which taken as a whole, or would have a material adverse effect upon FSD Pharma Securityholders if Material Adverse Effect on the Plan ability of Arrangement is completed as set out in this Agreement; (j) no material fact Pubco or circumstance, including BVCI to complete the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsAmalgamation; and (ni) this Agreement there not being dissenting Pubco Shareholders representing more than 10% of the outstanding Pubco Shares. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not have been terminated pursuant to Section 6.2 hereofbe waived in whole or in part unless waived by each of them.

Mutual Conditions Precedent. The Subject to Section 5.4, the respective obligation obligations of ATCOR and the parties hereto Principal Shareholders and Forest to complete the transactions contemplated by this Agreement, including the Arrangement Section 2.1 and the obligation of each ATCOR to file articles of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Amalgamation to give effect to the Arrangement Amalgamation, except that the condition specified in paragraph (i) below shall not apply to ATCOR's obligation to file Articles of Amalgamation, shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditions, any of which may be waived in whole or in part, by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Amalgamation shall have been granted in form received the affirmative vote of not less than 66 2/3% of the votes cast by the holders of each of the Class A Shares and substance satisfactory to FSD Pharma and Celly Nu, acting reasonablythe Class B Shares, and such order shall not have been set aside or modified in a manner unacceptable to any by the holders of the Parties, acting reasonably, on appeal or otherwiseall ATCOR Shares; (b) all other consents, orders and approvals necessary or that ATCOR and Forest agree are appropriate for the Arrangement completion of the Amalgamation, the Acquisition and this Agreement, with or without amendment, the Ancillary Transactions shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuobtained; (c) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement ResolutionAmalgamation, with the Acquisition or without amendmentthe Ancillary Transactions, shall where the failure to complete such transactions would have been approved by a material adverse effect on the required number completion of votes cast by FSD Pharma Securityholders at the MeetingAmalgamation, the Acquisition or the Ancillary Transactions; (ii) results in accordance with the Interim Order anda judgement or assessment of material damages, subject directly or indirectly, relating to the Interim Order, transactions contemplated herein; or (iii) imposes or confirms material limitations on the constating documents ability of FSD Pharma, applicable Laws and Forest to effectively exercise full rights of ownership of the requirements shares of any applicable regulatory authoritiesAmalco to be acquired by Forest pursuant to the Acquisition; (d) there shall not be in force any law, order or decree making illegal, restraining or enjoining the Court shall have determined that the terms and conditions completion of the Arrangement are procedurally and substantively fair Amalgamation, Acquisition or Ancillary Transactions or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a result of the transactions contemplated herein, to: (i) prohibit Forest or any of its Subsidiaries or ATCOR or any of its Subsidiaries from owning or operating all or any portion of their respective businesses or assets; or (ii) compel Forest or any of its Subsidiaries or ATCOR or any of its Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the ATCOR Shares or shares of Amalco to be acquired by Forest pursuant to the FSD Pharma Securityholders Acquisition; if such prohibition or compulsion could have a material adverse effect on Forest and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaits Subsidiaries (including Amalco), on appeal or otherwisea consolidated basis, after completion of the Acquisition; (e) ATCOR and the Celly Nu Shares other parties thereto shall have entered into the Sale Documents in a form satisfactory to be issued in the United States pursuant to the Arrangement shall be issued in accordance with ATCOR and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActForest; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory filed notification and report forms to FSD Pharmathe extent required under the INVESTMENT CANADA ACT and the COMPETITION ACT and there shall be no legal impediment under such Acts to the transactions contemplated hereby; (g) no action will an Approval of the Alberta Energy and Utilities Board shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating obtained pursuant to the Arrangement PUBLIC UTILITIES BOARD ACT and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingGAS UTILITIES ACT; (h) none of the consents, orders, rulings, orders or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;ATCOR or Forest, acting reasonably; and (i) no Laws, regulation or policy the Amalgamation shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived, in whole or in part, with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted duly approved by Yamana Shareholders at the Yamana Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Law; (b) the Arrangement and this Agreement, with or without amendment, Pan American Resolution shall have been duly approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Pan American Meeting in accordance with applicable Laws and the constating documents of Celly NuLaw; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the form and substance satisfactory acceptable to FSD Pharmaeach of Pan American, Agnico and Yamana, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaPan American, Agnico or Yamana, each acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, including, for certainty, the transactions contemplated under the Conveyance Agreement; (e) the Celly Nu Pan American Shares to be issued in pursuant to the United States Arrangement shall, subject to customary conditions, have been approved for listing on the Nasdaq and TSX; (f) the Agnico Shares to be issued pursuant to the Arrangement shall, subject to customary conditions, have been approved for listing on the NYSE and TSX; (g) all of the Key Regulatory Approvals shall have been obtained; and (h) the Consideration Shares to be issued pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofthereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma 360 Capital and Celly Nueach of the 360 Capital Subsidiaries, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any 360 Capital and each of the Parties360 Capital Subsidiaries, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the 360 Capital Shareholders at the 360 Capital Meeting in accordance with the Arrangement Provisions, the constating documents of 360 Capital, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors andAtikin Shareholder(s), if required, the shareholders of Celly Nu, CGSG Shareholder(s) and Plenus Shareholder(s) to the extent required by, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) each of the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities360 Capital Subsidiaries; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma360 Capital and the 360 Capital Subsidiaries, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with all other consents, orders, regulations and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD Pharma360 Capital and each of the 360 Capital Subsidiaries; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either 360 Capital or any of the 360 Capital Subsidiaries, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and completion of the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions: (a) the Interim Order DeFi Resolution shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in passed by a manner unacceptable to any special majority of all the Parties, acting reasonably, on appeal or otherwiseDeFi Shareholders at the DeFi Meeting; (b) the Arrangement and this Agreement, with or without amendment, Acquiror shall have been approved received all shareholder and/or board approvals necessary or desirable, as required by the directors and, if requiredExchange, the shareholders of Celly NuTSXV or Applicable Laws, in connection with the Amalgamation, including, without limitation, the Acquiror Share Adjustment, the application to the extent required byNEX board of the TSXV for the delisting of Acquiror Shares, the listing of the Resulting Issuer Shares on the Exchange, the Name Change, the Equity Incentive Plan, and the election of the Resulting Issuer Board Nominees, as set out in accordance with applicable Laws and the constating documents of Celly NuAcquiror Circular; (c) the Arrangement Resolution, with or without amendment, Acquiror shall have been approved effected the Acquiror Share Adjustment, the application to the NEX board of the TSXV for the delisting of Acquiror Shares; the conditional approval by the required number Exchange of votes cast by FSD Pharma Securityholders at the Meetinglisting of the Resulting Issuer Shares on the Exchange, in accordance with the Interim Order andName Change, subject the adoption of the Equity Incentive Plan, and the election of four directors on or prior to the Interim OrderEffective Date, as set out in the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesAcquiror Circular; (d) the Court Amalgamation shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair become effective on or prior to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseOutside Date; (e) Acquiror shall have executed and delivered a copy of the Celly Nu Exchange Listing Documents to the Exchange and such Exchange Listing Documents shall have been conditionally accepted by the Exchange subject only to customary conditions of closing, provided that if the Amalgamation is rejected by the Exchange, (i) all recourse or rights of appeal as contemplated hereby will have been exhausted, and (ii) the Party wishing to terminate this Agreement on this basis will have first used commercially reasonable efforts to negotiate the terms of the Proposed Transaction objectionable to the Exchange on terms acceptable to the Parties, acting reasonably; (f) Acquiror shall not be in default of the requirements of the TSXV, the Exchange and any securities commission and no order shall have been issued and currently in effect preventing the Amalgamation or the trading of any securities of Acquiror; (g) the Concurrent Financing shall have been completed; (h) all other consents, orders and approvals, including regulatory and third-party approvals and orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Amalgamation shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (i) this Agreement shall not have been terminated under Part 9; (j) dissent rights shall not have been exercised with respect to the Amalgamation by DeFi Shareholders which in the aggregate represent 10% or more of issued and outstanding DeFi Shares on the execution date of the DeFi Resolution or the record date of the DeFi Meeting, as applicable; and (k) the availability of prospectus exemptions for the Amalgamation under Applicable Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the United States in respect of any Acquiror Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActStates; (fl) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading the Amalgamation. The foregoing conditions are for the mutual benefit of Acquiror and SubCo on the one hand and DeFi on the other hand and may be waived, in whole or similar order with respect to in part, jointly by the Parties at any securities of time. If any of the parties will have been issued and remain outstanding; (h) none of foregoing conditions are not satisfied or waived on or before the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable Effective Date then a Party may terminate this Agreement by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change written notice to the Tax Act and other relevant income tax Laws Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of Canada or the Province such terminating Party’s breach of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete enter into the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Definitive Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following mutual conditions, which may be waived only with the written consent of both of the Parties: (a) the Interim Order documents to be entered into in connection with the Transaction shall have been granted be mutually acceptable in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseand shall be consistent with the terms in this Agreement (such documents, including the Definitive Agreement, collectively the “Transaction Documents”); (b) the Arrangement Harvest Board and this Agreement, with or without amendment, the Verano Board shall have been each approved by and authorized the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws Definitive Agreement and the constating documents of Celly NuTransaction; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, stock exchange, third party person and other approvals, consents, expiry of waiting periods, waivers, permitsorders, exemptions, orders and agreements and all amendments and modifications to, and terminations of, to agreements, indentures and arrangements considered by FSD Pharma which the Parties shall consider necessary in order to be necessary or desirable for enter into the Arrangement to become effective Definitive Agreement and not otherwise specifically described in this Agreement shall have been obtained or received on terms that are in form satisfactory to FSD Pharmathe Parties, acting reasonably; (d) there shall have been no action taken under any applicable law or by any government or governmental or regulatory authority which makes it illegal, or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Transaction; (e) no judgment, order, decree or assessment of damages relating to the Transaction has been levied, directly or indirectly, which is, or could be, materially adverse to either of the Parties; (f) any distribution of securities pursuant to the Transaction shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws, either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws, and no such securities shall be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102) or any other resale restrictions except as provided in this Agreement; and (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account any issuance of or relating securities pursuant to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Transaction shall be exempt from the registration under requirements of the U.S. United States Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement 1933, as amended, and shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, made in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofcompliance with all applicable U.S. state securities laws.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Amalgamating Companies under this Amalgamation Agreement are subject to complete the following conditions which may be waived by both Alamos or National in whole or in part without prejudice to the right of Alamos or National to rely on any other of such conditions: a) this Agreement and the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreementhereby, with or without amendment, shall have including the Amalgamation, having been adopted and approved by a special resolution of the directors and, if required, members of each of the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders Amalgamating Companies at the Meeting, their respective Meetings in accordance with the Interim Order and, subject to provisions of the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesCompany Act; (db) an Order of the Court shall have determined that approving the Amalgamation having been issued on terms and conditions of the Arrangement are procedurally and substantively fair satisfactory to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseAmalgamating Companies; (ec) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be being in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, the Amalgamation; d) all other consents, orders, regulations and no cease trading approvals, including regulatory and judicial approvals and orders required or similar order with respect to any securities of any necessary or desirable for the completion of the parties will transactions provided for in this Agreement shall have been issued and remain outstandingobtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; e) there not being in force any cease trade orders by any regulatory body or any other impediments to the general free tradability of the Amalco Common Shares to be issued in connection with the Amalgamation: i) in Canada by Canadian residents who are not affiliates (has such term is used in the 1933 Act) of Alamos or National (other than any restrictions imposed under provincial securities legislation relating to sales of securities from the holdings of “control persons”, market preparations and consideration payments); and ii) in the United States, subject only to: (A) any restrictions imposed by Rules 144 and 145 under the 1933 Act relating to resales of such Amalco Common Shares by “affiliates” of Amalco, Alamos or National; and (B) any restrictions imposed by Rule 144 under the 1933 Act relating to resales of Amalco Common Shares that are issued in respect of Alamos Common Shares offered or sold in the United States; f) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaeither of Alamos or National; (g) this Agreement not having been terminated under Article 6 hereof; h) the Amalgamation having been approved in principle by the Exchange, subject only to making the required filings with it and the Exchange having conditionally approved the listing of the Amalco Common Shares; i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion neither Amalgamating Company having received notice of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act dissent pursuant to the Section 3(a)(10) Exemption; (l) the issuance provisions of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant Company Act with respect to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma SharesAmalgamation from persons holding, in the aggregate, and, for greater certainty, disregarding than 2% of the number of votes attached to Class A issued and outstanding Alamos Common Shares and Class B or National Common Shares, shall have exercised as the case may be; j) neither Amalgamating Company having received a Superior Offer to enter into a competing transaction which the directors of that Amalgamating Company are obligated, in accordance with their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant fiduciary obligations, to Section 6.2 hereofconsider and recommend to the shareholders of that Amalgamating Company.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Order: i) shall have been granted in form and substance satisfactory to FSD Pharma each of Cervus, Cervus GP and Celly NuVasogen, acting reasonably; ii) shall provide that the obligation to comply with any dissent rights granted to Vasogen Shareholders in connection with the Arrangement, including without limitation the obligation to pay the fair value of such Vasogen Shares to the holders of any such securities which have exercised such dissent rights, shall be an obligation of New Vasogen; and such order (iii) shall not have been set aside or modified in a manner unacceptable to any of the PartiesCervus, Cervus GP and Vasogen, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Resolutions shall have been approved passed by the directors and, if required, requisite majorities specified in the shareholders of Celly Nu, to the extent required by, Interim Order and in accordance with applicable Laws form and the constating documents substance satisfactory to each of Celly NuCervus, Cervus GP and Vasogen, acting reasonably; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaCervus, Cervus GP and Vasogen, acting reasonably and shall not have been set aside or modified in a any manner unacceptable to FSD PharmaCervus, Cervus GP or Vasogen, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares Articles of Arrangement to be issued filed with the Director in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under substance satisfactory to each of Cervus, Cervus GP and Vasogen, acting reasonably and be capable of being filed in sufficient time to ensure that the U.S. Securities Act;Arrangement may become effective on or prior to the Deadline; and (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to there shall be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restraintaken under any existing Applicable Law, a declaratory judgment in respect ofnor any statute, rule, regulation or damages on account of order which is enacted, enforced, promulgated or relating to the Arrangement and there will not be in force issued by any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consentsGovernmental Entity, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposedprohibits the Arrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein. The foregoing conditions are for the mutual benefit of Vasogen, enactedCervus and Cervus GP and may be asserted by each of Vasogen, promulgated or applied which interferes or is inconsistent with the completion Cervus and Cervus GP regardless of the Plan of Arrangementcircumstances and may be waived by Vasogen, including any material change Cervus and Cervus GP (with respect to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out such Party) in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharestheir sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which Vasogen or Cervus may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma Red Lake and Celly NuSpinco, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesRed Lake and Spinco, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved and adopted by the required number of votes cast by FSD Pharma Securityholders Red Lake Shareholders at the Meeting, Red Lake Meeting in accordance with the Arrangement Provisions, the Constating Documents of Red Lake, the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (dc) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaRed Lake and Spinco, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (fd) all material governmentalother consents, courtorders, regulatory, third party regulations and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaRed Lake and Spinco; (ge) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingArrangement; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (if) no Lawslaw, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws laws of Canada or the Province of OntarioCanada, which would reasonably be expected to have a material adverse effect upon FSD Pharma Securityholders on any of Red Lake, the Red Lake Shareholders or Spinco if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (kg) Dissent Rights shall not have been exercised by Red Lake Shareholders holding more than five percent (5%) of the issued and outstanding Red Lake Shares. (h) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesand this Agreement, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shareswith or without amendment, shall have exercised their Dissent Rightsbeen approved by Red Lake, as the sole shareholder of Spinco, to the extent required by, and in accordance with, the Arrangement Provisions and the Constating Documents of Spinco; and, (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either Red Lake or Spinco, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement Arrangement, and the obligation of each of FSD Pharma Pan Am and Celly Nu Legacy to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwisePan Am; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (dc) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Pan Am Shareholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPan Am, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaPan Am, on appeal or otherwise; (ed) the Celly Nu Shares securities to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma Pan Am to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD PharmaPan Am; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (hg) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaPan Am; (ih) no Lawslaw, regulation or policy shall will have been proposed, enacted, promulgated or applied which that interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ni) this Agreement shall not have been terminated pursuant to Section section 6.2 hereof, unless such condition is waived by either of the parties hereto.

Mutual Conditions Precedent. The respective obligation of the parties hereto Parties are not required to complete the Amalgamation, or any of the other transactions contemplated by under this Agreement, including unless each of the Arrangement and following conditions is satisfied on or prior to the obligation Effective Date, which conditions may only be waived, in whole or in part, by the mutual written consent of each of FSD Pharma the Parties: (a) Each Party will have obtained all required director, shareholder, third party and Celly Nu Governmental Entity consents, waivers and approvals for the Amalgamation and transactions contemplated under this Agreement, including, all necessary approvals of the CSE, having been made, given or obtained on terms acceptable to take SVH and KEG, each acting reasonably. (b) No Law is in effect that makes the consummation of the Amalgamation illegal or otherwise prohibits or enjoins SVH or Subco from consummating the Amalgamation. (c) Each Regulatory Approval necessary to consummate the Amalgamation, including all necessary approvals of the CSE, has been made, given or obtained on terms acceptable to SVH and KEG, each acting reasonably, and each such other action Regulatory Approval is in force and has not been modified. (d) The latest available audited and unaudited financial statements of each of the Parties, as required by the CSE policies for inclusion in the Circular, and Listing Statement shall have been delivered and shall be true and correct and have been prepared in accordance with GAAP. (e) There shall not be any pending or threatened litigation in any court or any proceeding or investigation by any Governmental Entity in which it is necessary or desirable may be sought to give effect restrain or prohibit consummation of the Amalgamation and related transactions or to obtain divestiture, rescission or damages in connection with the Amalgamation and related transactions. (f) All applicable securityholders shall have entered into the requisite escrow agreements and/or lock-up agreements required by the CSE. (g) SVH shall have received the Ontario License. (h) The KEG Shares set forth in Section 6.1 of the KEG Disclosure Letter shall, when issued, be subject to the Arrangement legend restriction set out in Annex A of the Amalgamation Agreement. (i) All Resulting Issuer Shares to be issued to former holders of the SVH Shares shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as legend restriction set out in this Agreement; (j) no material fact or circumstance, including the fair market value Annex A of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofAmalgamation Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, fulfilment of the following conditionsconditions at or prior to the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties: (a) the Court shall have granted the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma enCore and Celly NuAzarga, acting reasonably, and such order the Interim Order shall not have been set aside or modified in a manner unacceptable to any of the PartiesenCore or Azarga, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Azarga Shareholders shall have been approved by the directors and, if required, Arrangement Resolution at the shareholders of Celly Nu, to the extent required by, and Azarga Meeting in accordance with applicable Laws the Interim Order, the articles and by-laws of Azarga and any Applicable Laws, and the constating documents of Celly NuArrangement Resolution shall not have been rescinded or amended in a manner unacceptable to enCore or Azarga, acting reasonably; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and granted the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaboth enCore and Azarga, acting reasonably, and shall will not have been modified or set aside or modified in a manner that is unacceptable to FSD PharmaenCore or Azarga, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order of Law or under any applicable legislation, against enCore or Azarga which shall prevent the consummation of the Arrangement; (e) there shall have been no action taken under any Applicable Law or by any Governmental Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Celly Nu completion of the Arrangement; (f) the TSXV shall have conditionally approved the listing thereon of the enCore Shares to be issued to Azarga Shareholders pursuant to the Arrangement and the enCore Shares issuable pursuant to the Replacement Options and Azarga Warrants, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably; (g) any approval from the TSX which is required to complete the Arrangement or the other transactions contemplated herein shall have been obtained, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably; (h) each of the Key Third Party Consents shall have been obtained and remain in force, and for the avoidance of doubt, the Parties agree that, as of the date of this Agreement, all Key Third Party Consents have been obtained and remain in full force; (i) the distribution of the Consideration Securities pursuant to the Arrangement shall (i) be exempt from registration and prospectus requirements of applicable Canadian Securities Laws, and (ii) except with respect to persons deemed to be “control persons” of enCore or the equivalent under Canadian Securities Laws, the enCore Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian Securities Laws; and (j) the distribution of the Consideration Securities pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act and, except with respect to persons who are “affiliates” (as that term is used in the U.S. Securities Act) of enCore, the enCore Shares to be issued in the United States pursuant to the Arrangement shall not be issued in accordance with and exempt from registration requirements under applicable exemptions from registration subject to resale restrictions under the U.S. Securities Act; (fLaws; provided, however, that Azarga shall not be entitled to rely on the provisions of this Subsection 6.1(j) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma in failing to be necessary or desirable for consummate the Arrangement in the event that Xxxxxx fails to become effective shall have been obtained or received on advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemption, that are satisfactory to FSD Pharma; (g) no action enCore will have been instituted and be continuing rely on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages foregoing exemption based on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation Court’s approval of the Arrangement will contain terms or (including the fairness thereof). The conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with precedent in this Section 6.1 are for the completion mutual benefit of the Plan of Arrangement, including any material change to the Tax Act Parties and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall may be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shareswaived, in the aggregatewhole or in part, andat any time if waived by both Parties, for greater certainty, disregarding the number of votes attached such waiver being without prejudice to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofany other rights that each Party may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual written consent of the following conditionsParties: (a) the Interim Order Fission Shareholder Approval shall have been granted obtained at the Fission Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, Xxxxxxx Shareholder Approval shall have been approved by obtained at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuXxxxxxx Meeting; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number each of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaFission or Xxxxxxx, acting reasonably, on appeal or otherwise; (d) there shall have been no action taken under any applicable Law or by any Governmental Entity which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement; (e) the Celly Nu Shares to be issued in Key Regulatory Approvals shall have been obtained; (f) the United States distribution of the securities pursuant to the Arrangement shall be issued in accordance with and exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable exemptions from registration under the U.S. Securities Act; Canadian securities laws (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry than as applicable to control persons or pursuant to section 2.6 of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD PharmaNational Instrument 45-102); (g) no action will have been instituted the Consideration Shares and the Xxxxxxx Replacement Options shall be continuing exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof based on the Effective Date for an injunction to restrainCourt’s approval of the Arrangement; provided however, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will that Fission shall not be entitled to rely on the provisions of this Subsection 6.1(h) in force any order or decree restraining or enjoining the consummation of failing to complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that Fission fails to advise the Court prior to the hearing in respect to any securities of any of the parties Final Order, as required by the terms of the foregoing exemptions, that Xxxxxxx will have been issued and remain outstanding;rely on the foregoing exemption based on the Court’s Approval of the Arrangement, and (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaAris or GCM, acting reasonably, on appeal or otherwise; (eb) the Celly Nu Court shall have determined that the terms and conditions of the issuance of the Consideration Shares to be issued in the United States Aris Shareholders pursuant to the Plan of Arrangement are procedurally and substantively fair to Aris Shareholders and the Final Order shall be issued have been granted in a form satisfactory to Aris and GCM, acting reasonably; (c) the Aris Shareholder Approval shall have been obtained at the Aris Meeting in accordance with and exempt from registration requirements the Interim Order; (d) the GCM Shareholder Approval shall have been obtained at the GCM Meeting; (e) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable exemptions from registration under legislation, against GCM or Aris which shall prevent the U.S. Securities Actconsummation of the Arrangement; (f) all material governmental, court, regulatory, third party the Key Regulatory Approvals and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Key Consents shall have been obtained or received on terms that are satisfactory to FSD Pharmaand shall remain in effect; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated in accordance with its terms; (h) the distribution of the securities pursuant to Section 6.2 hereofthe Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators); and (i) the GCM Board shall have completed all actions necessary required for the GCM Board to be composed of the following nine directors as of the Effective Time: Xxx Xxxxxx (Independent Chair), Xxxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxxxx Xxxxxxx and Xxxxxx xx Xxxxxx, unless otherwise agreed upon by the Parties.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Graphite and WFC to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Business Combination are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Graphite, Graphite Subco and WFC: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders orders, consents and agreements and all amendments and modifications toapprovals required to permit the completion of the Business Combination, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on WFC or Graphite or the completion of the Business Combination, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (gb) no action will temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been instituted issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Graphite Shares to be continuing issued pursuant to the Business Combination and reserved for issuance pursuant to the exercise of WFC Warrants shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date for an injunction or as soon as practicable thereafter; (d) Graphite shall have received conditional approval of the Business Combination by the CSE, together with any other approvals of the CSE necessary to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of complete the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (je) on the Effective Date, no material fact cease trade order or circumstance, including similar restraining order of any other provincial securities administrator relating to the fair market value of the Celly Nu Graphite Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma the WFC Shares or the FSD Pharma Securityholders if the Plan of Arrangement is completedAmalco Shares shall be in effect; (kf) there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, before any court or Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement or seeking to obtain from Graphite, Graphite Subco or WFC any damages that are material in relation to Graphite, Graphite Subco and WFC and their subsidiaries taken as a whole; (g) the issuance distribution of Amalco Shares and the securities under Graphite Shares pursuant to the Plan of Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under the U.S. Canadian Securities Act Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities of the Section 3(a)(10) ExemptionCanadian Securities Administrators); (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms; and (i) the Concurrent Financing has completed.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived, in whole or in part, with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Company Shareholders at the Company Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither the Company or Hudbay, acting reasonably, on appeal or otherwise; (ec) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) (x) the Celly Nu Consideration Shares to be issued in the United States pursuant to the Arrangement shall be issued and the Replacement Warrants resulting in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any Company Warrants upon the effectiveness of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section section 3(a)(10) Exemptionthereof and (y) such Consideration Shares and Replacement Warrants shall not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and subject only to restrictions on transfer applicable solely as a result of the holder being, or within the last 90 days having been, an affiliate (as defined in Rule 144 under the U.S. Securities Act) of Hudbay or except as disclosed in the Company Circular, provided, however that the Company shall not be entitled to the benefit of the conditions in this Section 6.1(d), and shall be deemed to have waived such condition, in the event that the Company fails to: (a) advise the Court prior to the hearing in respect of the Interim Order that the Parties intend to rely on the exemption from the registration afforded by section 3(a)(10) of the U.S. Securities Act based on the Court's approval of the Arrangement; or (b) comply with the requirements to be satisfied by the Company set forth in Section 2.8; (le) the issuance distribution of the securities under the Plan of Arrangement Consideration Shares shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces and territories of Canada or by virtue of applicable exemptions under Canadian Securities Legislation Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws; (f) the Consideration Shares to be issued pursuant to the Section 2.11 Arrangement shall have been approved for listing on the NYSE (subject only to official notice of NI 45-106issuance) and the TSX (subject only to customary conditions); (mg) holders of FSD Pharma Shares representing no more than 5% all of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Regulatory Approvals shall have exercised their Dissent Rightsbeen obtained; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Corporation and MFC to complete the transactions contemplated by this Agreement, including Agreement pursuant to Section 192 of the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable CBCA to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following conditions: (a) At the Interim Order shall have been granted in form Meeting the Capital Reduction Resolution and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the MeetingTrimble Shareholders entitled to vote thereon, in accordance with the Interim Order and, subject to and in accordance with the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesCBCA; (db) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders The Interim Order and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD Pharmathe Corporation and MFC, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch parties, acting reasonably, on appeal or otherwise; (c) All consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required, necessary or desirable for the completion of the transactions provided for in this Agreement and contemplated by the Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (d) The Corporation shall have received any necessary approval of the TSX Venture Exchange in respect of the Arrangement subject only to such conditions, including filing of documentation, as are acceptable to MFC and the Corporation, acting reasonably; (e) the Celly Nu The MFC Shares to be issued pursuant to the Arrangement have been, if applicable, conditionally approved for quotation on the NASDAQ National Market subject only to such conditions, including the filing of documentation, as are acceptable to MFC and the Corporation, acting reasonably; (f) The distribution of the MFC Shares in the United States pursuant to the Arrangement shall be issued in accordance with and is exempt from registration requirements under applicable exemptions from registration the United States Securities Act of 1933 and except with respect to persons deemed "affiliates" under such enactment, the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma MFC Shares to be necessary or desirable for distributed in the United States pursuant to the Arrangement are not subject to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaresale restrictions in the United States under such enactment; (g) no action will have been instituted and be continuing on The distribution of the Effective Date for an injunction to restrain, a declaratory judgment MFC Shares in respect of, or damages on account of or relating Canada pursuant to the Arrangement is exempt from registration and there will prospectus requirements of applicable Canadian securities legislation and except with respect to persons deemed to be "control persons" or the equivalent under applicable Canadian securities legislation the MFC Shares to be distributed in Canada pursuant to the Arrangement are not subject to any resale restrictions under applicable Canadian securities legislation; (h) There shall not be in force any law, ruling, order or decree restraining that makes it illegal or enjoining restrains, or enjoins or prohibits the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingArrangement; (hi) none None of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the parties hereto, acting reasonably; (ij) There shall not have occurred, developed or come into effect or existence any event, action, state, condition or financial occurrence of national or international consequence or any law, regulation, action, government regulation, inquiry or other occurrence of any nature whatsoever that has had or could reasonably be expected to have a material adverse effect in connection with any of the parties hereto; (k) No judgment or order shall have been issued by any agency, no Lawsactions, suits or proceedings shall have been threatened or taken by any agency, and no law, regulation or policy shall have been proposed, enacted, or promulgated or applied which interferes applied: (i) to cease trade, enjoin, prohibit or is inconsistent with impose material limitations or conditions on the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada Arrangement or the Province right of OntarioMFC to own or exercise full rights of ownership of the Trimble Shares; or (ii) that, which would if the Arrangement were completed, could reasonably be expected to have a material adverse effect upon FSD Pharma Securityholders if on any of the Plan of Arrangement is completed as set out in parties to this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;; and (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this This Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Darien, B.C. Subco, US Subco, Vireo and Canadian Xxxxx to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Business Combination are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Darien and Vireo: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders orders, consents and agreements and all amendments and modifications toapprovals required to permit the completion of the Business Combination, and terminations ofthe failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Vireo or Darien or materially impede the completion of the Business Combination, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (gb) no action will temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Business Combination shall have been instituted issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect; (c) the Subordinate Voting Shares to be continuing issued pursuant to the Business Combination shall have been conditionally approved for listing on the CSE, subject to standard conditions on the Effective Date for an injunction to restrainor as soon as practicable thereafter; (d) on the Effective Date, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and Darien Shares, the Subordinate Voting Shares, the Multiple Voting Shares, the Super Voting Shares, the Canadian Xxxxx Shares, the B.C. Subco Shares, the US Subco Membership Interests, or the Amalco Shares shall be in effect; (e) there will shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental Entity, before any court or enjoining Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Business Combination or any of the other transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (jf) no material fact or circumstance, including the fair market value distribution of the Celly Nu Amalco Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or Subordinate Voting Shares, Multiple Voting Share and Super Voting Shares pursuant to the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Business Combination shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under the U.S. Canadian Securities Act Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons) or pursuant to the Section 3(a)(10) Exemption; (l) the issuance section 2.6 of National Instrument 45-102 – Resale of Securities of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Canadian Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsAdministrators); and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective Date, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order and the Final Order shall each have been granted in form obtained on terms consistent with this Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a any manner unacceptable to any of the Partieseither EHT or SKYE, each acting reasonably, on appeal or otherwise; (b) the EHT Arrangement and this Agreement, with or without amendment, Resolution shall have been approved passed by the directors and, if required, EHT Shareholders at the shareholders of Celly Nu, to the extent required by, and EHT Meeting in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, SKYE Shareholder Approval shall have been approved by the required number of votes cast by FSD Pharma Securityholders obtained at the SKYE Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions each of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Required Regulatory Approvals shall have been granted in the form and substance made, given or obtained or its relevant waiting period has expired, on terms satisfactory to FSD Pharmathe Parties, each acting reasonably, and each such Required Regulatory Approval shall not have been set aside or modified be in a manner unacceptable to FSD Pharma, on appeal or otherwisefull force and effect; (e) SKYE shall have maintained its OTCQB listing; (f) the Celly Nu Shares Consideration Shares, Replacement Warrants and Replacement Options to be issued in under the United States Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (g) the distribution of Consideration Shares, Replacement Warrants and Replacement Options pursuant to the Arrangement shall be issued in accordance with and exempt from the prospectus and registration requirements of applicable Canadian Securities Law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable exemptions from registration under the U.S. Canadian Securities Act; Laws (fother than as applicable to control persons) all material governmental, court, regulatory, third party and other approvals, consents, expiry or pursuant to Section 2.6 of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account National Instrument 45-102 – Resale of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation Securities of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingCanadian Securities Administrators); (h) none of EHT shall not have sold, transferred or otherwise alienated to a third party the consentsEHT Real Property owned by Avalite located at 0000 000 Xx #000, ordersXxxxxxx, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaXX X0X 3J9; (i) no Lawsother than in connection with the EHT Realization Process, regulation or policy EHT and the EHT Subsidiaries shall have been proposedmaintained all EHT Permits and shall be in good standing pursuant thereto, enactedevidence of which shall be provided to SKYE to its satisfaction, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementacting reasonably; (j) no material fact or circumstance, including the fair market value receipt by each of EHT and SKYE of (i) a waiver of all change of control benefits otherwise accruing to continuing management as a result of the Celly Nu Shares, shall have changed Arrangement from the member of EHT management set out in Section 6.1(j) of the EHT Disclosure Letter and (ii) waivers of all change of control benefits otherwise accruing to continuing management under outstanding SKYE RSUs and SKYE Options as a manner which would have a material adverse effect upon FSD Pharma or result of the FSD Pharma Securityholders if Arrangement from members of SKYE management set out in Section 6.1(j) of the Plan of Arrangement is completed;SKYE Disclosure Letter; and (k) no Law is in effect that makes the issuance completion of the securities under Transaction illegal or otherwise prohibits or enjoins the Plan of Arrangement shall be exempt Parties from registration under completing the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.Transaction. 328972.00001/116443569.20

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Target Securityholders at the Target Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaTarget and Xxxxxxx, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Xxxxxxx or Target which shall prevent the consummation of the Arrangement; (d) the Key Regulatory Approvals shall have been obtained; (e) the Celly Nu Shares Key Third Party Consents shall have been obtained; (f) the TSXV shall have, if required, accepted notice for filing of all transactions of Target contemplated in this Agreement or necessary to be issued complete the Arrangement, subject only to compliance with the customary conditions of the TSXV; (g) this Agreement shall not have been terminated in accordance with its terms; (h) the United States distribution of the securities pursuant to the Arrangement shall be issued in accordance with and exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable exemptions from registration under the U.S. Securities Act; Canadian securities laws (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry than as applicable to control persons or pursuant to section 2.6 of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaNational Instrument 45-102); (i) no Laws, regulation or policy the Pre-Spinout Reorganization shall have been proposedcompleted in a manner satisfactory to both Target and Xxxxxxx, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementacting reasonably; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, subscription for Spinco Shares required under Section 5.6 shall have changed be effected in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed;satisfactory to both Target and Xxxxxxx, acting reasonably; and (k) the issuance of the securities under Target Class A Shares and Spinco Shares to Target Shareholders in exchange for their Target Common Shares pursuant to the Plan Arrangement, the issuance of the Xxxxxxx Shares to Target Shareholders in exchange for their Target Class A Shares pursuant to the Arrangement, the issuance of Spinco Arrangement Warrants to holders of Spinco Shares, Target Optionholders and Target Warrantholders pursuant to the Arrangement, the issuance of the Replacement Spinco Options to Target Optionholders pursuant to the Arrangement, the issuance of the Replacement Spinco Warrants to Target Warrantholders pursuant to the Arrangement, the issuance of the Converted Xxxxxxx Options to Target Optionholders in exchange for their Target Options pursuant to the Arrangement and the issuance of the Converted Xxxxxxx Warrants to Target Warrantholders in exchange for their Target Warrants pursuant to the Arrangement, shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement thereof and shall be exempt from prospectus requirements or qualified under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under U.S. Securities Legislation pursuant Laws except such as may be imposed by Rule 144 under the U.S. Securities Act with respect to “affiliates” (as such term is defined in Rule 405 under the U.S. Securities Act); provided, however, that Target shall not be entitled to rely on the provisions of this Section 6.1(k) in failing to complete the transactions contemplated by this Agreement if Target fails to advise the Court prior to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% hearing in respect of the FSD Pharma SharesFinal Order, in as required by the aggregateterms of the foregoing exemption and Section 2.2(b), and, for greater certainty, disregarding that the number Parties will rely on the foregoing exemption based on the Court’s approval of votes attached the fairness of the transaction to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofTarget Securityholders.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: conditions precedent, each of which may only be waived (a) in writing), in whole or in part, by the Interim Order shall have been granted in form mutual consent of CBK and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) RDK: the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved at the RDK Meeting by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, RDK Shareholders in accordance with the Interim Order and, subject to and the applicable Laws; the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Order and the Final Order shall each have been granted obtained in the form and substance satisfactory to FSD Pharmaterms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement ; there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will have been issued and remain outstanding; (h) none of transactions contemplated by this Agreement in accordance with the consents, orders, rulings, approvals terms hereof or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is would otherwise be inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, Regulatory Approvals which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsbeen obtained; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof7; CBK and RDK shall have respectively received the required acceptance of the CSE and NEX to the transactions contemplated herein; the CBK Consideration Shares issuable pursuant to the Arrangement and the CBK Shares issuable on exercise of the RDK Options and the RDK Warrants following completion of the Arrangement, shall have been conditionally approved for listing on the CSE subject to completion of filing of final materials customary for transactions of this nature; the issuance of the CBK Consideration Shares pursuant to the Arrangement will be exempt from the registration requirements of the U.S. Securities Act and the issuance of all such CBK Consideration Shares will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces of Canada in which holders of RDK securities are resident; and all such CBK Consideration Shares will not be subject to hold periods under the Securities Laws of Canada or the United States except as may be imposed by Rule 144 under the U.S. Securities Act with respect to affiliates (as defined thereunder) or except by reason of the existence of any controlling interest in CBK pursuant to the Securities Laws of any applicable jurisdiction; all (A) other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Arrangement and the other transactions contemplated herein, or (B) third Person and other consents, waivers, permits; exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on CBK or RDK shall have been obtained or received on terms that will not have a Material Adverse Effect on CBK and/or RDK.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nuthe Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved by the directors and, if required, requisite number of votes cast by the shareholders of Celly Nu, to the extent required by, and Noteholders in accordance with the provisions of the Interim Order and any applicable Laws and the constating documents of Celly Nuregulatory requirements; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmathe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties acting reasonably, on appeal or otherwise; (d) all necessary documents filed with the Director in accordance with the Plan of Arrangement shall be in form and substance satisfactory to each of the Parties acting reasonably and shall have been accepted for filing by the Director together with the Articles of Arrangement in accordance with Section 192 of the CBCA; (e) the Celly Nu Shares Plan of Arrangement, the Final Order, the New Notes, the New Note Indenture, the Mandatory Convertible Notes, the Mandatory Convertible Note Indenture and all definitive legal documentation in connection with all of the foregoing, are to be issued in the United States pursuant executed and delivered on terms satisfactory to the Arrangement shall be issued in accordance with each of Xxxxxxx and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActXxxxxxx Finance, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Senior Bank Facility shall have been obtained or received amended by Xxxxxxx and the lenders thereunder on terms that are satisfactory to FSD PharmaXxxxxxx, acting reasonably; (g) each of the Parties shall have taken all necessary or advisable corporate actions and proceeds in connection with the Recapitalization and the Plan of Arrangement; (h) no action will shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or of damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement Recapitalization and no cease trading or similar order with respect to any securities of any of the parties will Parties shall have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals become effective or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmathreatened; (i) no Laws, regulation or policy the Director shall have been proposed, enacted, promulgated issued the Certificate on or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change prior to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this AgreementOutside Date; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, there shall have changed been no action taken under any Applicable Law and there shall not be in a manner which would have a force any order or decree of any governmental authority that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; (i) results in any judgment or assessment of material adverse effect upon FSD Pharma damages directly or indirectly relating to the FSD Pharma Securityholders if the Plan of Arrangement is completedtransactions contemplated herein; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant all necessary third party and regulatory consents and approvals with respect to the Section 3(a)(10) Exemption;transactions contemplated hereby shall have been completed or obtained; and (l) on the issuance of Effective Date the securities under the Plan of Arrangement shall Common Shares to be exempt from prospectus requirements under Securities Legislation issued pursuant to the Section 2.11 of NI 45Mandatory Convertible Notes shall have been approved for listing on the TSX, subject to customary post-106; (m) holders of FSD Pharma Shares representing no more than 5% closing conditions. The foregoing conditions are for the mutual benefit of the FSD Pharma SharesParties and may be asserted by each of the Parties regardless of the circumstances and may be waived by each of the Parties in their sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which any such Parties may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, subject to receipt of required regulatory approvals, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to October 5, 2012, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Purchaser and Celly NuQAT, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPurchaser and QAT, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementMailing Date shall occur not later than October 15, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu2012; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved passed by the required number of votes cast by FSD Pharma Securityholders at the MeetingQAT Shareholders, on or prior to November 8, 2012 in accordance with the Interim Order andand in form and substance satisfactory to each of Purchaser and QAT, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesacting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair on or prior to the FSD Pharma Securityholders and November 12, 2012, the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPurchaser and QAT, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaPurchaser and QAT, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement and Articles of Amalgamation to be issued filed with the Director in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actsubstance satisfactory to each of Purchaser, Newco and QAT, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained or received on terms that are satisfactory to FSD Pharmaoccurred not later than the Outside Date; (g) no action will Purchaser and QAT shall have been instituted obtained all consents, waivers, permissions and be continuing approvals necessary to complete the Arrangement by or from relevant Governmental Authorities, on terms and conditions satisfactory to the Effective Date Parties, acting reasonably, including without limitation: (i) the approval of the QAT Shareholders required for an injunction the Arrangement pursuant to restrain, a declaratory judgment in respect of, the OBCA or damages on account of or as required by the Court and other matters relating to the Arrangement and there will not be in force any order or decree restraining or enjoining Arrangement; and (ii) the consummation approval of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of Court, (collectively, the parties will have been issued and remain outstanding"Third Party Approvals"); (h) none of all domestic and foreign statutory and regulatory waiting periods applicable to the consents, orders, rulings, approvals or assurances required for the implementation of transactions contemplated by the Arrangement will contain terms shall have expired or conditions have been terminated and no unresolved material objection or require undertakings opposition shall have been filed, initiated or security deemed unsatisfactory made during any applicable statutory or unacceptable by FSD Pharma;regulatory period; and (i) there shall be no Lawsaction taken under any existing Applicable Law, nor any statute, rule, regulation or policy shall have been proposedorder which is enacted, enactedenforced, promulgated or applied which interferes issued by any Governmental Authority, that: (i) makes illegal or is inconsistent with otherwise directly or indirectly restrains, enjoins or prohibits the completion Arrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein. The foregoing conditions are for the mutual benefit of Purchaser, Newco and QAT and may be asserted by Purchaser, Newco or QAT regardless of the Plan circumstances and may be waived by Purchaser, Newco and QAT (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser, Newco or QAT may have. If any of the foregoing conditions are not satisfied or waived, QAT or Purchaser, as the case may be, may, subject to Section 7.1, terminate this Agreement, provided that, prior to the filing of the Articles of Arrangement and the Articles of Amalgamation for the purpose of giving effect to the Arrangement, including any material change the Party intending to rely thereon has delivered a written notice to the Tax Act other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other relevant income tax Laws of Canada or matters which the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if Party delivering such notice is asserting as the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including basis for the fair market value non-fulfillment of the Celly Nu Shares, shall have changed in applicable conditions precedent. More than one such notice may be delivered by a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofParty.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereby are subject to the satisfaction, fulfillment or waiver of the following mutual waiver in writing, conditions on or before the Effective Date, of the following conditionsTime or such other time as is specified below: (a) the Interim Order shall Permit will have been granted issued in form and substance satisfactory to FSD Pharma Quincy and Celly NuEMC, each acting reasonably, and such order shall will not have been set aside or modified in a manner unacceptable which is not acceptable to any of the such Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementQuincy Shareholders will have approved at the Quincy Meeting, in accordance with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required byApplicable Laws, and in accordance with applicable Laws any requirements of the DOC in connection with the issuance of the Permit, the Merger, and approved or consented to such other matters as either EMC or Quincy, acting reasonably, will consider necessary or desirable in connection with the constating documents of Celly NuMerger in the manner required thereby; (c) there will be no proceeding of a judicial or administrative nature or otherwise, brought by or before a Governmental Entity, or any Applicable Laws proposed, enacted, promulgated or applied, that directly or indirectly relates to the Arrangement Resolution, with transaction contemplated hereby which could reasonably be expected to result in a Material Adverse Effect on the Party to which it applies or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance which could impede or interfere with the Interim Order and, subject to completion of the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesMerger; (d) all regulatory approvals and approvals of any other Person (including any Governmental Entity), and the Court shall have determined that expiry of any waiting periods in connection with, or required to permit, the terms and conditions completion of the Arrangement are procedurally and substantively fair Merger, the failure to obtain which or the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, non-expiry of waiting periodswhich could reasonably be expected to cause a Material Adverse Effect on either Party or materially impede the completion of the Merger, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall will have been obtained or received on terms which will not cause a Material Adverse Effect on either Party, and reasonably satisfactory evidence thereof will have been delivered to each Party; (e) the EMC Shares to be issued to the Quincy Shareholders pursuant to the Merger or on exercise of the EMC Options and EMC Warrants issued pursuant to the Merger will have been approved for listing on the TSX and such EMC Shares will not be subject to any statutory hold period or escrow under applicable securities laws in Canada; (f) no order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided however, that are satisfactory the Parties shall use their reasonable best efforts to FSD Pharmacause any such Order to be vacated or lifted; (g) no action will any material "blue sky" and other state securities laws applicable to the registration of the EMC Shares to be issued to the Quincy Shareholders pursuant to the Merger shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingcomplied with; (h) none of the consentsEffective Date will have occurred on or before May 31, orders2006 or such later date as the Parties, rulingsacting reasonably, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; may agree to in writing; and (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall will not have been terminated pursuant to Section 6.2 hereofArticle 7; and (i) Quincy will have delivered to EMC, the Quincy Disclosure Letter, updated as of the Closing Date, and EMC will have delivered the EMC Disclosure Letter, updated as of the Closing Date. The foregoing conditions are for the mutual benefit of each of the Parties and may be waived, in whole or in part, by any Party at any time, provided that no Party may waive any mutual condition on behalf of any other Party.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Klondex and Bison to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writing, satisfaction of the following conditions on or before prior to the Effective Date, each of which may be waived only with the following conditionsconsent in writing of Klondex and Bison: (a) All consents, waivers, permits, exemptions, orders and approvals required to permit the completion of the Arrangement, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect on Bison or Klondex or materially impede the completion of the Arrangement, shall have been obtained. (b) No temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the Arrangement shall have been issued by any federal, state, or provincial court (whether domestic or foreign) having jurisdiction and remain in effect. (c) The Interim Order shall have been granted on terms consistent with this Agreement and otherwise in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any each of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, acting reasonably, on appeal or otherwise;. (d) The Bison Shareholder Approval shall have been obtained in accordance with applicable Law and the Interim Order. (e) The Final Order shall have been granted on terms consistent with this Agreement and otherwise in form and substance satisfactory to each of the Celly Nu Parties, acting reasonably, and WSLEGAL\070635\00045\17685888v14 shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise. (f) If Klondex makes a Share Election, the Klondex Shares to be issued pursuant to the Arrangement (if applicable), as well as the Klondex Shares to be issued pursuant to exercise of Replacement Klondex Options or Bison Warrants, shall have been conditionally approved for listing on the TSX, subject to standard listing conditions. (g) If Klondex makes a Share Election, (i) the Klondex Shares to be issued in connection with the Arrangement (if applicable) will not be subject to any statutory hold or restricted period under the Applicable Securities Laws in Canada and will be freely tradable within Canada by the holders thereof, subject in each case to restrictions contained in Section 2.6(3) of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators; (ii) assuming the compliance of Bison with the terms of this Agreement, the Klondex Shares to be issued in connection with the Arrangement shall be exempt from registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption; and (iii) the Klondex Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act). (h) If Klondex makes a Share Election, the Klondex Shares to be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under pursuant to the U.S. Securities Act; Arrangement (f) all material governmentalif applicable), court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma as well as the Klondex Shares to be necessary issued pursuant to exercise of Replacement Klondex Options or desirable for the Arrangement to become effective Bison Warrants, shall have been obtained or received approved for listing on terms that are satisfactory to FSD Pharma;the NSYE MKT. (gi) no action will have been instituted and be continuing on On the Effective Date for an injunction to restrainDate, a declaratory judgment in respect of, no cease trade order or damages on account similar restraining order of or any other provincial securities administrator relating to the Arrangement and there will Klondex Shares or the Bison Shares shall be in effect. (j) There shall not be in force pending or threatened any order suit, action or decree restraining proceeding by any Governmental Authority, before any court or enjoining Governmental Authority, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Arrangement or any of the other transactions contemplated by this Agreement and no cease trading or similar order with respect seeking to obtain from Klondex or Bison any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any damages that are material change in relation to the Tax Act and other relevant income tax Laws of Canada Bison or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed;Klondex Group. (k) the issuance Evidence of the securities under the Plan of Arrangement insurance policies as contemplated by Section 7.4(a) shall be exempt from registration under the U.S. Securities Act pursuant have been provided to the Section 3(a)(10) Exemption;Parties. (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this This Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including and in particular the Arrangement and completion of the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaon terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither of the Parties, each acting reasonably, on appeal or otherwise; (eb) the Celly Nu Shares to be issued in Arrangement Resolution shall have been passed by the United States pursuant to the Arrangement shall be issued Patch Shareholders in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActInterim Order; (fc) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained occurred on or received on terms that are satisfactory to FSD Pharmabefore the Outside Date; (gd) no action will all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have been instituted and be continuing a Material Adverse Effect on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating Purchaser (after giving effect to the Arrangement and there will not Arrangement) or prevent or materially impair or materially delay or could reasonably be in force any order expected to prevent or decree restraining materially impair or enjoining delay the consummation ability of either Party to consummate the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of by the parties will Outside Date shall have been issued obtained on terms and remain outstandingconditions satisfactory to the Parties, each acting reasonably; (he) none of the consentsno action shall have been taken under any existing Applicable Law or regulation, ordersnor any statute, rulingsrule, approvals regulation or assurances required for the implementation of the Arrangement will contain terms order which is enacted, enforced, promulgated or conditions or require undertakings or security deemed unsatisfactory or unacceptable issued by FSD Pharma;any Governmental Authority that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposedprohibits the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment of material damages against the Parties or their subsidiaries, enacteddirectly or indirectly, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change relating to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which transactions contemplated by this Agreement that would have a material adverse Material Adverse Effect upon the Purchaser (after giving effect upon FSD Pharma Securityholders if to the Plan Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of Arrangement is completed as set out in either Party to consummate the transactions contemplated by this Agreement; (j) no material fact or circumstance, including Agreement by the fair market value Outside Date. The foregoing conditions are for the mutual benefit of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance Parties and may be asserted by either Party regardless of the securities under the Plan of Arrangement shall circumstances and may be exempt from registration under the U.S. Securities Act pursuant waived by either Party (with respect to the Section 3(a)(10such Party) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesin their sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which such Party may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Target Shareholders at the Target Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaTarget and Acquiror, acting reasonably, on appeal or otherwise; (ec) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement; (d) the Celly Nu Acquiror Shares and Spinco Shares to be issued in to the United States holders of Target Shares pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof and, in the case of the Acquiror Shares to be issued to holders of the Target Shares in connection with the Arrangement, will not be subject to resale restrictions under the U.S. Securities Act, subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of Acquiror following the Effective Date; (le) the issuance Toronto Stock Exchange and the NYSE-Amex shall have conditionally approved for listing, subject to the payment of fees and the securities under filing of customary required documents, the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation Acquiror Shares issuable pursuant to the Section 2.11 Arrangement and upon the exercise of NI 45-106the Target Warrants and the Target Exchangeable Shares; (mf) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Key Regulatory Approvals shall have exercised their Dissent Rights; andbeen obtained, including the expiry or termination of any waiting period (and any extension thereof) under Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Target Shares as contemplated by this Agreement; (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 9; and (h) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102).

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement Agreement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable otherwise to give effect to the Plan of Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved by the required number of votes cast by FSD Pharma Securityholders Almaden Shareholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (dc) the Court shall have determined that the terms and conditions of the exchange of Almaden Common Shares for Spinco Common Shares in the Plan of Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Almaden Shareholders, and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD Pharmaall Parties, and each acting reasonably, not later than August 31, 2015 or such later date as the Parties may agree; (d) the consent to the Plan of Arrangement of the holders of Almaden Stock Options shall not have been set aside or modified obtained in a manner unacceptable form and substance satisfactory to FSD Pharma, on appeal or otherwisethe Parties; (e) the Celly Nu Shares transfer of the Transferred Assets from Almaden to be issued in the United States pursuant Spinco shall have been completed to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under satisfaction of the U.S. Securities ActParties, acting reasonably; (f) the TSX Venture Exchange shall have given conditional acceptance to the listing thereon of the Spinco Common Shares to be distributed pursuant to the Plan of Arrangement, subject to compliance with the usual requirements of the TSX Venture Exchange; (g) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periodsorders, waiversrulings, permitsapprovals and assurances, exemptionsincluding regulatory and judicial approvals and orders, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable required for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the Authorities, including applicable orders, rulings, no action letters and registrations pursuant to FSD Pharmathe Securities Act and the comparable securities legislation of the other applicable provinces and territories of Canada to permit the Spinco Common Shares to be distributed pursuant to the Plan of Arrangement; (gh) no action will shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of of, or relating to to, the Plan of Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will Parties shall have been issued and remain outstanding; (hi) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Plan of Arrangement will shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the Parties, acting reasonably; (ij) no Lawslaw, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws laws of Canada or the Province of OntarioCanada, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Almaden Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities this Agreement shall not have been terminated under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;Article 5; and (l1) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma SharesAlmaden Shareholders, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Nord and Allied to complete the transactions contemplated by this Agreement, including the Arrangement Agreement and the obligation of each Nord to file articles of FSD Pharma and Celly Nu to take such other action as is necessary or desirable arrangement to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions, any of which may be waived in whole or in part by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Cease Trade Orders shall have been granted revoked and Nord shall become current in form and substance satisfactory its reports to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseSEC as required by U.S. Securities Laws; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved without material amendment at the Nord Meeting by the directors and, if required, requisite majority of persons entitled to vote thereon as may be determined by the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuCourt; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD PharmaNord and Allied, acting reasonably; (d) the Allied Shares to be issued pursuant to the Plan of Arrangement are approved for official quotation by the ASX (conditional only on the issue of those shares and on Allied providing the ASX with an Appendix 3B as required by the Listing Rules) and shall not have been set aside be tradeable on the ASX (other than as limited by Rule 145 under the U.S. Securities Act or modified other restrictions on sales by affiliates (as defined in a manner unacceptable to FSD Pharma, on appeal Rule 144 under the U.S. Securities Act) or otherwisecontrol persons which may be applicable) under applicable Canadian Securities Laws and U.S. Securities Laws; (e) all notification and any review requirements of the Celly Nu Shares to be issued in the United States pursuant to the Arrangement Investment Canada Act shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been satisfied; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be approvals necessary or desirable that Nord and Allied agree are appropriate for the completion of the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (g) there shall be no action will taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein or in the Credit Agreement, where the failure to complete such transactions would have been instituted and be continuing a Material Adverse Effect on the Effective Date for an injunction to restraincompletion of the Arrangement; (ii) results in a judgment or assessment of material damages, a declaratory judgment in respect ofdirectly or indirectly, or damages on account of or relating to the transactions contemplated herein or in the Credit Agreement; or (iii) imposes or confirms material limitations on the ability of Allied to effectively exercise full rights of ownership of the Nord Shares to be acquired by Allied pursuant to the Arrangement and or on the ability of those Nord Securityholders to whom Allied Shares are issued pursuant to the Arrangement to effectively exercise full rights of ownership of such Allied Shares subject to securities law restrictions in applicable jurisdictions but, including the right to vote or trade any such shares on the ASX; (h) there will shall not be in force any law, order or decree making illegal, restraining or enjoining the consummation completion of the Arrangement or any other transactions contemplated herein or in the Credit Agreement or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a result of the transactions contemplated by this Agreement and no cease trading herein, to: (i) prohibit Allied or similar order with respect to any securities of its subsidiaries or Nord or any of the parties will have been issued and remain outstanding;Nord Subsidiaries from owning or operating all or any portion of their respective businesses or assets; or (hii) compel Allied or any of its subsidiaries or Nord or any of the Nord Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the shares of Nord to be indirectly acquired by Allied pursuant to the Arrangement; if such prohibition or compulsion could have a Material Adverse Effect on Allied and its subsidiaries (including Nord), on a consolidated basis, after completion of the Arrangement; and (i) none of the consents, orders, rulings, orders or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no LawsNord or Allied, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofacting reasonably.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the BMG Securityholders at the BMG Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaBMG and GSV, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other restraining order, judgment or decree against GSV or BMG which shall prevent the consummation of the Arrangement; (d) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) makes consummation of the Arrangement illegal, (ii) enjoins or prohibits the Plan of Arrangement or the transactions contemplated by this Agreement, and (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (e) the Celly Nu (i) GSV Shares to be issued to BMG Shareholders in the United States exchange for their BMG Shares pursuant to the Plan of Arrangement and (ii) the replacement GSV options and warrants that may be deemed for purposes of U.S. securities Laws to be issued to BMG Optionholders and BMG Warrantholders in exchange for their BMG Options and BMG Warrants, respectively, pursuant to the Plan of Arrangement (but, for certainty, not the GSV Shares issuable upon exercise of such options or warrants), shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under of the U.S. Securities Act; (fAct in reliance upon the Section 3(a)(10) all material governmentalExemption; provided, courthowever, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma that BMG shall not be entitled to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing rely on the Effective Date for an injunction provisions of this Section 6.1(e) in failing to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that BMG fails to advise the Court prior to the hearing in respect to any securities of any of the parties will have been issued and remain outstanding; (h) none Final Order, as required by the terms of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption, that GSV will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement; (lf) the issuance of the securities under the Plan of Arrangement Key Regulatory Approvals shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106have been obtained; (mg) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Key Third Party Consents shall have exercised their Dissent Rights; andbeen obtained; (nh) this Agreement shall not have been terminated in accordance with its terms; and (i) the distribution of the GSV Shares pursuant to Section 6.2 hereofthe Arrangement (including the GSV Shares issuable pursuant to the BMG Options and BMG Warrants after the Effective Time) shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities).

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto each of YGC and Queenstake to complete the transactions contemplated by this Agreement, including hereby and to file a copy of the Arrangement and Final Order with the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Registrar to give effect to the Arrangement shall will be subject to the satisfactionfulfillment, or mutual waiver in writingwriting by each of YGC and Queenstake, on or before the Effective Date, of each of the following conditions: (a) the Interim Order shall have been granted obtained in form and substance on terms satisfactory to FSD Pharma each of YGC and Celly Nu, Queenstake acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, reasonably and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither of such parties (acting reasonably) on appeal or otherwise; (b) the Joint Circular shall have been mailed to YGC Shareholders and Queenstake Shareholders by the Mailing Date and the YGC Meeting and the Queenstake Meeting shall have been held on or before the Meeting Date; (c) at the YGC Meeting, the YGC Special Resolution shall have been approved by the YGC Shareholders in accordance with the requirements of the Act and the Interim Order; (d) at the Queenstake Meeting, the Queenstake Special Resolution shall have been approved by the Queenstake Shareholders in accordance with the requirements of the Act and the Interim Order; (e) the Final Order shall have been obtained in form and on terms satisfactory to each of YGC and Queenstake acting reasonably and shall not have been set aside or modified in a manner unacceptable to either of such parties, acting reasonably, on appeal or otherwise; (ef) on or before the Effective Time on the Effective Date: (i) the Celly Nu board of directors of YGC shall have been reconstituted in accordance with Section 2.1(g) of this Agreement; (ii) YGC shall have filed and had declared effective by the U.S. Securities and Exchange Commission a registration statement on Form 40-F under the U.S. Exchange Act for the purpose of registering the YGC Shares as a class under such act; (iii) the New YGC Shares to be issued pursuant to the Arrangement and the New YGC Shares issuable upon the exercise of: (A) the New YGC Stock Options issued in exchange for the Queenstake Stock Options; and (B) the New YGC Warrants issued in exchange for the Queenstake Warrants, after the Effective Time shall have been conditionally approved for listing on the TSX, subject only to the filing of customary required documents; (iv) YGC shall have obtained any exemption orders required from the applicable Canadian securities authorities to permit the issuance and first resale of the securities of YGC issued pursuant to the Arrangement and the New YGC Shares issuable in respect of the New YGC Stock Options and the New YGC Warrants, after the Effective Time without qualification with or approval of or the filing of any prospectus or similar document with, or the taking of any proceeding with, or the obtaining of any further order, ruling or consent from, any Governmental Entity or regulatory authority under any applicable Securities Legislation, or the fulfillment of any other legal requirement in any such jurisdiction, except (A) control block restrictions in Canada; and (B) with respect to Securities Legislation in the United States, (1) affiliate restrictions in the United States; (2) any post-Effective Date notice filings that may be required; (3) restrictions with respect to the exercise of New YGC Stock Options and the New YGC Warrants issued under the Arrangement as set forth in Section 2.10 hereof; and (4) restrictions as set forth in subparagraph (v) of this Section 5.1(f); and (v) the New YGC Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and are exempt from registration requirements under applicable exemptions from registration Section 3(a)(10) of the U.S. Securities Act and the New YGC Shares to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the U.S. Securities Act (other than as may be prescribed by Rule 144 and Rule 145 under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable except for the Arrangement restrictions that may be imposed on securities of YGC distributed in the United States pursuant to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmathe YGC Financing in accordance with applicable Securities Legislation in the United States; (g) no action will YGC shall have been instituted completed the YGC Financing by the sale of YGC Shares, YGC Special Warrants or other securities, and the net proceeds thereof shall be continuing unconditionally available to YGC on or before the Effective Time on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and Date; (h) there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding, of a judicial or similar administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, potentially result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Appropriate Regulatory Approvals which have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaobtained; (i) no Lawsall consents, regulation waivers, permits, orders and approvals of any Governmental Entity (including the Appropriate Regulatory Approvals) and the expiry of any waiting periods, in connection with, or policy required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would constitute a criminal or quasi-criminal offence, or would have a Material Adverse Effect on YGC or Queenstake as the case may be, and in particular the continued listing of the New YGC Shares on the TSX, shall have been proposedobtained or received on terms that will not have a Material Adverse Effect on either YGC or Queenstake; (j) there shall not be pending or threatened any suit, enactedaction or proceeding by any Governmental Entity or other Person, promulgated in each case that has a reasonable likelihood of success, (i) seeking to prohibit or applied which interferes restrict the acquisition by YGC or is inconsistent with any of its Subsidiaries of any Queenstake Shares, seeking to restrain or prohibit the completion consummation of the Plan of Arrangement or seeking to obtain from Queenstake or YGC any damages that are material in relation to Queenstake and its Subsidiaries or YGC and its Subsidiaries taken as a whole, (ii) seeking to prohibit or materially limit the ownership or operation by YGC or any of its Subsidiaries of any material portion of the business or assets of Queenstake or its Subsidiaries or to compel YGC or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of Queenstake or its Subsidiaries as a result of the Plan of Arrangement, including (iii) seeking to impose limitations on the ability of YGC or any material change of its Subsidiaries to the Tax Act and other relevant income tax Laws acquire or hold, or exercise full rights of Canada or the Province of Ontarioownership of, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstanceany Queenstake Shares, including the fair market value right to vote the Queenstake Shares purchased by it on all matters properly presented to the Queenstake Shareholders, (iv) seeking to prohibit YGC or any of its Subsidiaries from effectively controlling in any material respect the Celly Nu Shares, shall have changed in a manner business or operations of Queenstake and its Subsidiaries or (v) which would otherwise is reasonably likely to have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completedMaterial Adverse Effect on YGC and Queenstake; (k) the issuance there shall not have been exercised, pursuant to Section 3 of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant Arrangement, Dissent Rights by Queenstake Shareholders with respect to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Queenstake Shares representing no aggregating more than 5% of the FSD Pharma outstanding Queenstake Shares; (l) there shall not have been exercised, in pursuant to Section 3 of the aggregatePlan of Arrangement, and, for greater certainty, disregarding Dissent Rights by YGC Shareholders with respect to YGC Shares aggregating more than 5% of the number of votes attached to Class A Shares and Class B outstanding YGC Shares, shall have exercised their Dissent Rights; and (nm) this Agreement shall will not have been terminated pursuant to Section 6.2 hereof6 or otherwise.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Penn West Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the fulfilment or satisfaction, or mutual waiver in writing, on or before the Effective Date, of each of the following conditions, any of which may be waived collectively by them without prejudice to their right to rely on any other condition: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Penn West Parties, acting reasonably, on appeal not later than November 19, 2010 or otherwise; (b) such later date as the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, parties hereto may agree and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, such parties on appeal or otherwise; (eb) the Celly Nu Shares to be issued in Arrangement Resolution shall have been approved by the United States pursuant to requisite number of votes cast by the Arrangement shall be issued Unitholders at the Meeting in accordance with the provisions of the Interim Order, the Penn West Trust Indenture and exempt from registration requirements any applicable regulatory requirements; (c) the Final Order shall have been granted in form and substance satisfactory to the Penn West Parties, acting reasonably, not later than December 31, 2010, or such later date as the parties hereto may agree to; (d) the Articles of Arrangement and all necessary related documents, in form and substance satisfactory to the Penn West Parties, acting reasonably, shall have been accepted for filing by the Registrar together with the Final Order in accordance with subsection 193(10) of the ABCA; (e) no material action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency and there shall be no action taken under any existing applicable exemptions from registration under law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the U.S. Securities ActArrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (f) all necessary material governmental, court, regulatory, third party and other approvals, regulatory consents, expiry of waiting periods, waivers, permits, exemptions, orders approvals and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma authorizations with respect to be necessary or desirable for the Arrangement to become effective transactions contemplated hereby shall have been obtained completed or received on terms that are satisfactory to FSD Pharmaobtained; (g) no action will have been instituted and be continuing on there shall not, as of the Effective Date for an injunction to restrainDate, a declaratory judgment be holders of Units that hold, in respect ofaggregate, or damages on account in excess of or relating to 3% of all outstanding Units, that have validly exercised and not withdrawn their rights of dissent under the Arrangement ABCA and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingInterim Order; (h) none the TSX shall have conditionally approved: (i) the listing or the substitutional listing of the consents, orders, rulings, approvals New Penn West Shares to be issued and made issuable pursuant to the Arrangement; and (ii) the listing or assurances required for the implementation substitutional listing of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable 6.5% Debentures and the 7.2% Debentures to be assumed by FSD PharmaNew Penn West from Penn West Trust in connection with the Arrangement; subject only to the filing of required documents which cannot be filed prior to the Effective Date; (i) no Laws, regulation or policy the NYSE shall have been proposedauthorized, enactedupon official notice of issuance, promulgated or applied which interferes or is inconsistent with the completion listing of the Plan of Arrangement, including any material change New Penn West Shares to be issued and made issuable pursuant to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this AgreementArrangement; (j) no material fact or circumstance, including the fair market value each of the Celly Nu Sharescovenants, acts and undertakings of each of the Penn West Parties to be performed or complied with on or before the Effective Date pursuant to the terms of this Agreement shall have changed in a manner which would have a material adverse effect upon FSD Pharma be duly performed or the FSD Pharma Securityholders if the Plan of Arrangement is completed;complied with; and (k) the issuance board of the securities under the Plan directors of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement PWPL shall not have been terminated pursuant determined in its sole and absolute discretion that to Section 6.2 hereofproceed with the Arrangement would not be in the best interests of the Unitholders.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma NVG and Celly NuKPM, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesNVG or KPM, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the NVG Shareholders at the NVG Meeting in accordance with the Arrangement Provisions, the constating documents of NVG, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, KPM Shareholder(s) to the extent required by, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;KPM. (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaNVG and KPM, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares CNSX shall have conditionally approved the Arrangement, subject to be issued in compliance with the United States pursuant to requirements of the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActCNSX; (f) the notice(s) of alteration and such other documents as may be required to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to NVG and KPM, acting reasonably; (g) all material governmentalother consents, courtorders, regulatory, third party regulations and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaNVG and KPM; (gh) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either NVG or KPM, as the case may be, at its discretion.