Common use of No Material Change Clause in Contracts

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since December 31, 2019: (i) Each of SSR and its material subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Record; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSR; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR or any of its material subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries of any Lien or any making by SSR or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR on any SSR Shares; and (vi) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Benefit Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultants.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since Since December 31, 2019: (i) Each of SSR and its material subsidiaries , Norbord has conducted its business only in all material respects in the ordinary course Ordinary Course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Norbord Public Disclosure RecordRecord or Section 3.1(v) of the Norbord Disclosure Letter; (iii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSREffect; (iiiii) except as disclosed in the SSR Norbord Public Disclosure Record, there has not been any acquisition or sale by SSR or any of its material subsidiaries of any material property or assets; (iv) Record and other than in the ordinary course Ordinary Course of business consistent with past practice, there has not been any acquisition or sale by Norbord of any material property or assets; (iii) other than in the Ordinary Course of business consistent with past practice or as disclosed in the Norbord Financial Statements, there has not been any creation, incurrence, assumption or guarantee by SSR or any of its material subsidiaries Norbord of any material debt for borrowed moneyFinancial Indebtedness, any creation or assumption by SSR or any of its material subsidiaries Norbord of any Lien or any making by SSR or any of its material subsidiaries Norbord of any loan, advance or capital contribution to or investment in any other person, Person; (iv) except as disclosed in the SSR Financial Statements; (v) Norbord Public Disclosure Record, there has been no dividend or distribution of any kind declared, paid or made by SSR Norbord on any SSR Norbord Shares; and; (v) Norbord has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Norbord Shares; (vi) Norbord has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other Norbord Benefit Plan or shareholder rights plan; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries Norbord to any of its or their respective directors, officers, employees directors or consultants officers or any grant to any such director, officer, employee director or consultant officer of any increase in severance or termination pay or any increase or modification of any SSR Benefit Employee Plans of Norbord (including the granting of SSR Options, SSR RSUs or SSR PSUs Norbord Options pursuant to the SSR Share Compensation Norbord Stock Option Plan or SSR DSUs Norbord RSUs pursuant to the SSR DSU Norbord RSU Plan) made to, for or with any of such directors, directors or officers, employees ; and (viii) Norbord has not removed any auditor or consultantsdirector or terminated any senior officer.

No Material Change. Except Since November 14, 2018, other than as disclosed in Section 4.1(1)(p(q) of the SSR Company Disclosure Letter, since December 31, 2019Letter or the Company Filings in the form of material change reports: (i) Each of SSR the Company and its material subsidiaries has Subsidiaries have conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Company Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Company Shares; and; (vi) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Company Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultants; and (viii) the Company has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p3.1(1)(p) of the SSR Alacer Disclosure Letter, since December 31, 2019: (i) Each of SSR Alacer and its material subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Alacer Public Disclosure Record; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRXxxxxx; (iii) except as disclosed in the SSR Alacer Public Disclosure Record, there has not been any acquisition or sale by SSR Alacer or any of its material subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Alacer or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR Alacer or any of its material subsidiaries of any Lien or any making by SSR Alacer or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Alacer Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Alacer on any SSR Alacer Shares; and (vi) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Alacer or any of its material subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Alacer Benefit Plans (including the granting of SSR OptionsAlacer RSUs pursuant to the Alacer RSU Plan, SSR RSUs or SSR Alacer PSUs pursuant to the SSR Share Compensation Alacer PSU Plan or SSR and Alacer DSUs pursuant to the SSR Alacer DSU PlanPlans) made to, for or with any of such directors, officers, employees or consultants.

No Material Change. Except Since December 31, 2021, except as disclosed set forth in Section 4.1(1)(p(p) of the SSR Company Disclosure Letter, since December 31, 2019Letter or as expressly contemplated by this Agreement: (i) Each of SSR the Company and its material subsidiaries has Subsidiaries have conducted its their business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters conduct relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any a Company Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien (other than Permitted Liens) on any material asset or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial StatementsStatements prior to the date hereof or as between the Company and any wholly-owned Subsidiary or between two or more wholly-owned Subsidiaries; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Company Shares; and; (vi) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Company Options, SSR Company PSUs or Company RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan other similar rights or SSR DSUs pursuant to the SSR DSU Planawards) made to, for or with any of such directors, officers, employees or consultants, other than annual salary increases and bonuses made in the Ordinary Course; (viii) there has not been any acceleration of the time of payment or vesting of entitlements otherwise available under any Employee Plan of the Company or any of its Subsidiaries, including, for certainty, any acceleration of vesting of any Company Options, Company PSUs or Company RSUs or other similar rights or awards by the Company Board or any committee thereof; (ix) as of the date hereof, the Company has not removed any auditor or director or terminated any senior officer; (x) there has not been any entering into, or amendment of any material terms of, any Material Contract, other than in the Ordinary Course; (xi) there has not occurred any default or event of default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any debt of the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) the principal amount of which, together with the principal amount of any other such debt under which there has been a default or event of default, aggregates US$250,000 or more; and (xii) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in the Company’s or its Subsidiaries’ audited financial statements.

No Material Change. Except as disclosed in Section 4.1(1)(p(16) of the SSR Company Disclosure Letter, since December 31June 30, 20192021: (ia) Each the Company and each of SSR and its material subsidiaries Subsidiaries has conducted its business the Company Business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRon the Company; (iiic) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Company Shares; and; (vif) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees employees, independent contractors or consultants or any grant to any such director, officer, employee employee, independent contractor or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Company Stock Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees employees, independent contractors or consultants; and (h) the Company has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letteron Schedule 4.1(j), since December 31June 30, 2019: 1995, neither the Company nor any of its Subsidiaries (i) Each of SSR and its material subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Record; (ii) there has not occurred suffered any event, occurrence or development or a state of circumstances or facts changes which has have had or wouldcould reasonably be expected, individually or in the aggregate, reasonably be expected to have any a Material Adverse Effect in with respect to the Company, (ii) incurred any obligation or liability whether absolute, accrued, contingent or otherwise, including, without limitation, liabilities as guarantor or otherwise with respect to obligations of SSR; (iii) others, or incurred any obligations or liabilities except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR or any of its material subsidiaries of any material property or assets; (iv) other than for those incurred in the ordinary course of business and not constituting Indebtedness for Borrowed Money (as defined in Section 4.1(o)(vii)), (iii) acquired or disposed of assets or properties, or entered into any agreement or other arrangement for any such acquisition or disposition, other than the purchase or sale of inventories in the ordinary course of business, (iv) increased the wages, salaries, compensation, pension, severance or other benefits payable to any employee, other than in connection with normal compensation policies and consistent with past practicecompensation policies, there has not been or instituted any incurrenceincrease in, assumption merged, terminated or guarantee by SSR amended any Company Employees Benefit Plan or any of its material subsidiaries of any material debt for borrowed moneyArrangement, any creation or assumption by SSR or any of its material subsidiaries of any Lien or any making by SSR or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial Statements; (v) there has been no dividend discharged or distribution of satisfied any kind declaredLien, forgiven or paid or made by SSR on cancelled any SSR Shares; and debts or claims (absolute or contingent) or waived any rights, in each case except in the ordinary course of business and except for those which, individually or in the aggregate, could not reasonably be expected to be material to the operation or assets of the Company and its Subsidiaries, their financial condition, results of operations or prospects, taken as a whole, (vi) there has not been granted any material increase rights or licenses under any Company Intangible Property (as defined in Section 4.1(m)), (vii) declared or modification paid any dividends or made any distribution in respect of its capital stock (other than from a wholly-owned Subsidiary of the compensation payable to Company), including by way of repurchase, redemption or to become payable otherwise, (viii) transferred any assets by SSR way of contribution, loan or any of its material subsidiaries otherwise to any of its Subsidiaries other than a wholly-owned subsidiary or their respective directorsotherwise made an investment by way of purchase of equity, officerscapital contribution, employees loan or consultants otherwise in any person other than a wholly-owned Subsidiary or creation of account receivables resulting from the sale of inventories in the ordinary course of business, (ix) merged or consolidated with or into any grant entity, or obligated itself to do so, (x) made or committed to make any such directorcapital expenditures in excess of $240,000 in the aggregate, officer(xi) amended its Certificate of Incorporation or By-Laws or changed its method or basis of accounting, employee whether or consultant of not permitted under GAAP, (xii) instituted, settled or agreed to settle any increase litigation, action or proceeding before any court or governmental body, which could reasonably be expected, individually or in severance or termination pay or any increase or modification of any SSR Benefit Plans (including the granting of SSR Optionsaggregate, SSR RSUs or SSR PSUs pursuant to be material to the SSR Share Compensation Plan operation or SSR DSUs pursuant net assets of the Company and its Subsidiaries, their financial condition, results of operations or prospects, taken as a whole, (xiii) cancelled or terminated any insurance policy, or (xiv) obligated itself to the SSR DSU Plan) made to, for or with do any of such directors, officers, employees or consultantsthe foregoing.

No Material Change. Except Since September 30, 2010, except as contemplated by this Agreement (including the internal reorganization implemented prior to and following the date of this Agreement to transfer all of the Target Exploration Properties and Spinco Assets to Spinco and relating to the assumption by Spinco of the Spinco Liabilities) or as disclosed in Section 4.1(1)(p3.1(n) of the SSR Target Disclosure Letter, since December 31, 2019: (i) Each each of SSR Target and its material subsidiaries each subsidiary of Target and, to the knowledge of Target, the Joint Venture Companies has conducted its business only in the ordinary and regular course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Recordbusiness; (ii) there has not occurred any event, occurrence event that constituted or development or with the passage of time would constitute a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRTarget and its subsidiaries taken as a whole; (iii) except as disclosed the business and property of Target and its subsidiaries and, to the knowledge of Target, each of the Joint Venture Companies conform in all material respects to the description thereof contained in the SSR Target Public Disclosure Record, Record and there has not been any acquisition or sale by SSR Target or any of its material subsidiaries or, to the knowledge of Target, the Joint Venture Companies of any material property or assets; (iv) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Target or any of its material subsidiaries or, to the knowledge of Target, the Joint Venture Companies of any material debt for borrowed money, any creation or assumption by SSR Target or any of its material subsidiaries or, to the knowledge of Target, any of the Joint Venture Companies of any Lien or any making by SSR Target or any of its material subsidiaries or, to the knowledge of Target, any of the Joint Venture Companies of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial StatementsPerson; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Target on any SSR Target Shares; (vi) Target has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Target Shares; and (vivii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Target or any of its material subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Benefit Plans bonus, pension, insurance or benefit arrangement (including the granting of SSR Options, SSR RSUs or SSR PSUs Target Options pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU PlanTarget Stock Option Plans) made to, for or with any of such directors, officers, employees or consultants.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since December Since July 31, 20192017: (i) Each of SSR and its material subsidiaries Altitude has conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except Amalgamation or as disclosed in the SSR Public Disclosure Recordotherwise publicly disclosed; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Altitude Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Recordpublicly disclosed, there has not been any acquisition or sale by SSR Altitude or any of its material subsidiaries the Altitude Subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Altitude or any of its material subsidiaries the Altitude Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR Altitude or any of its material subsidiaries the Altitude Subsidiaries of any Lien or any making by SSR Altitude or any of its material subsidiaries the Altitude Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Altitude Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Altitude on any SSR Altitude Common Shares; and; (vi) Altitude has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Altitude Common Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Altitude or any of its material subsidiaries the Altitude Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of Altitude (including the granting of SSR Altitude Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultants; and (viii) Altitude has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) the public disclosure record of the SSR Disclosure LetterCompany and except for the Arrangement or any action taken in accordance with this Agreement, since December May 31, 20192020: (ia) Each the Company and each of SSR and its material subsidiaries Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordOrdinary Course; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any a Company Material Adverse Effect in respect of SSREffect; (iiic) except as disclosed set out in the SSR Public Company Disclosure RecordLetter, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien (other than a Permitted Lien) or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial StatementsPerson; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR on the Company or any SSR Company Shares; and; (vif) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (g) except as disclosed in the Company Disclosure Letter, there has not been any material increase in or material modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, officers or employees or consultants or any grant to any such director, officer, employee or consultant Persons of any increase in severance or termination pay change in control entitlements; and (h) the Company has not removed any auditor or director or terminated any increase or modification of any SSR Benefit Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultantssenior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since December Since July 31, 2019: (i) Each of SSR and its material subsidiaries Clarmin has conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except Amalgamation or as disclosed in the SSR Public Disclosure Recordotherwise publicly disclosed; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Clarmin Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Recordpublicly disclosed, there has not been any acquisition or sale by SSR Clarmin or any of its material subsidiaries the Clarmin Subco of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Clarmin or any of its material subsidiaries the Clarmin Subco of any material debt for borrowed money, any creation or assumption by SSR Clarmin or any of its material subsidiaries the Clarmin Subco of any Lien or any making by SSR Clarmin or any of its material subsidiaries the Clarmin Subco of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Clarmin Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Clarmin on any SSR Clarmin Common Shares; and; (vi) Clarmin has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Clarmin Common Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Clarmin or any of its material subsidiaries the Clarmin Subco to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of Clarmin (including the granting of SSR Clarmin Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultants; and (viii) Clarmin has not removed any auditor or director or terminated any senior officer.

No Material Change. Except Subsequent to the Execution Time or, if earlier, the dates as disclosed of which information is given in Section 4.1(1)(pthe Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of the SSR Disclosure Letterany supplement thereto), since December 31, 2019: there shall not have been (i) Each of SSR and its material subsidiaries has conducted its business only any change or decrease specified in the ordinary course letter or letters referred to in paragraph (g) of business consistent with past practicethis Section 6, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Record; (ii) there has not occurred any eventchange, occurrence or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and the Subsidiaries taken as a state of circumstances whole, except as set forth in or facts which has had or would, individually or contemplated in the aggregateProspectus (exclusive of any supplement thereto), reasonably be expected to have any Material Adverse Effect in respect of SSR; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition material casualty loss or sale by SSR condemnation or other material adverse event with respect to any of its material subsidiaries of any material property or assets; the properties, (iv) any change in the capital stock, long-term debt or short-term borrowings of the Company and the Subsidiaries on a consolidated basis, other than in as a result of scheduled payments and amortization of such obligations and repayments of debt from proceeds of the ordinary course sale of business consistent with past practicethe Underwritten Securities, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries of any Lien or any making by SSR or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial Statements; (v) there has been no except as contemplated in the Prospectus, any dividend or distribution of any kind declared, paid or made by SSR the Company or, except for dividends or distributions paid to the Company or Subsidiaries, any of the Subsidiaries on any SSR Shares; and (vi) there has not been any material increase in class of capital stock or modification of other equity interests or repurchase or redemption by the compensation payable to or to become payable by SSR Company or any of its material subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant the Subsidiaries of any increase class of capital stock or other equity interests, the effect of which, in severance any case referred to in clauses (i) through (v) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or termination pay inadvisable to proceed with the offering or any increase or modification delivery of the Securities as contemplated by the Registration Statement (exclusive of any SSR Benefit Plans amendment thereof) and the Prospectus (including the granting exclusive of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultantssupplement thereto).

No Material Change. Except as disclosed in Section 4.1(1)(p) Since the date of the SSR Disclosure Letter, since December 31, 2019latest Ample Financial Statements: (i) Each there has not been any Ample Material Adverse Change (on a consolidated basis) and as of SSR and its the date of this Agreement, there have been no material subsidiaries has conducted its business only in the ordinary course of business consistent with past practicefacts, excluding matters relating transactions, events or occurrences which, to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Recordknowledge of Ample, would reasonably be expected to have an Ample Material Adverse Effect (on a consolidated basis); (ii) there has other than as set out in Schedule 4.2(v) of the Ample Disclosure Letter, Ample and its Subsidiaries have not occurred issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any event, occurrence securities of Ample or development its Subsidiaries (or a state securities convertible into or exchangeable for Ample Shares) or permitted any reclassifications of circumstances any securities of Ample or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRits Subsidiaries; (iii) except other than as disclosed set out in Schedule 4.2(v) of the SSR Public Ample Disclosure RecordLetter, there has Ample and its Subsidiaries have not been any acquisition amended or sale by SSR or any of its material subsidiaries of any material property or assetsmodified their constating documents; (iv) Ample and its Subsidiaries have not declared, paid or otherwise set aside for payment any non-cash dividend or other than in non-cash distribution with respect to the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Ample Shares or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries of any Lien or any making by SSR or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial Statementsequity securities; (v) there has been no dividend Ample and its Subsidiaries have not merged or distribution of consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any kind declaredbusiness, paid business organization or made by SSR on division thereof, or any SSR Shares; andother Person; (vi) other than as set out in Schedule 4.2(v) of the Ample Disclosure Letter, there has not been any material increase in the salary, bonus or modification of the compensation payable to or to become other remuneration payable by SSR Ample or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants consultants, and there has not been any amendment or modification to the vesting or exercisability schedule or criteria, including any acceleration, right to accelerate or acceleration event or other entitlement under any stock option, deferred compensation or other compensation award or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Benefit Plans (including the granting of SSR Optionsbonus, SSR RSUs pension, insurance or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) benefit arrangement made to, for or with any of such directors, officers, employees or consultants; (vii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, individually or in the aggregate, an Ample Material Adverse Effect has been incurred; (viii) there has not been any material change to the accounting practices used by Ample and its Subsidiaries; (ix) other than as set out in Schedule 4.2(v) of the Ample Disclosure Letter, there has not been any entering into, or any amendment of, any Ample Material Contract other than in the ordinary course of business consistent with past practice; (x) there has not been any satisfaction or settlement of any material claims or material liabilities, other than the settlement of claims or liabilities in the ordinary course of business; and (xi) Ample and its Subsidiaries have conducted their business only in the ordinary and normal course consistent with past practice, except for the transactions contemplated by this Agreement.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Company Disclosure Letter, since December 31September 30, 20192020: (i) Each of SSR the Company and its material subsidiaries Subsidiaries has conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Company Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Company Shares; and; (vi) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Options, SSR RSUs Company Options or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU PlanCompany RSUs) made to, for or with any of such directors, officers, employees or consultants; and (viii) the Company has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p(17) of the SSR TPCO Disclosure Letter, since December 31September 30, 20192022: (ia) Each TPCO and each of SSR and its material subsidiaries Subsidiaries has conducted its business the TPCO Business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordTransaction; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRon TPCO; (iiic) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR TPCO or any of its material subsidiaries Subsidiaries of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR TPCO or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR TPCO or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR TPCO or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR TPCO Financial Statements; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR TPCO on any SSR TPCO Shares; and; (vif) TPCO has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding TPCO Shares; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR TPCO or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees employees, independent contractors or consultants or any grant to any such director, officer, employee employee, independent contractor or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of TPCO (including the granting of SSR TPCO RSUs, TPCO PSUs, or TPCO Stock Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees employees, independent contractors or consultants; and (h) TPCO has not, and its Subsidiaries have not, removed any auditor or removed or appointed any director or terminated or appointed any senior officer, other than as disclosed in the TPCO Filings or previously disclosed to Gold Flora.

No Material Change. Except as disclosed in Section 4.1(1)(p3.1(1)(p) of the SSR Alacer Disclosure Letter, since December 31, 2019: (i) Each of SSR Alacer and its material subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Alacer Public Disclosure Record; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRAlacer; (iii) except as disclosed in the SSR Alacer Public Disclosure Record, there has not been any acquisition or sale by SSR Alacer or any of its material subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Alacer or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR Alacer or any of its material subsidiaries of any Lien or any making by SSR Alacer or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Alacer Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Alacer on any SSR Alacer Shares; and (vi) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Alacer or any of its material subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Alacer Benefit Plans (including the granting of SSR OptionsAlacer RSUs pursuant to the Alacer RSU Plan, SSR RSUs or SSR Alacer PSUs pursuant to the SSR Share Compensation Alacer PSU Plan or SSR and Alacer DSUs pursuant to the SSR Alacer DSU PlanPlans) made to, for or with any of such directors, officers, employees or consultants.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since Since December 31, 20192017: (ia) Each each of SSR Epimeron and its material subsidiaries the Epimeron Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordOrdinary Course; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in with respect of SSRto Epimeron; (iiic) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR or any of its material subsidiaries Epimeron of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries Epimeron of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries Epimeron of any Lien or any making by SSR or any of its material subsidiaries Epimeron of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Epimeron Financial Statements; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR Epimeron on any SSR Epimeron Shares; and; (vif) Epimeron has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Epimeron Shares; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries Epimeron to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) Epimeron made to, for or with any of such directors, officers, employees or consultants; and (h) Epimeron has not removed any auditor or director or terminated any officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) the public disclosure record of the SSR Disclosure LetterCompany and except for the Arrangement or any action taken in accordance with this Agreement, since December 31September 30, 20192020: (ia) Each the Company and each of SSR and its material subsidiaries Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordOrdinary Course; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in with respect of SSRto the Company; (iiic) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial StatementsPerson; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR on the Company or any SSR Company Shares; and; (vif) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting grant of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU PlanCompany Convertible Securities) made to, for or with any of such directors, officers, employees or consultants; and (h) the Company has not removed any auditor or director or terminated any senior officer.

No Material Change. Except Since June 11, 2018, except with respect to the proposed Amalgamation, the Vibe Financing, the U.S. Acquisition and as disclosed in Section 4.1(1)(p) of the SSR Vibe Disclosure Letter, since December 31, 2019: (i) Each of SSR Vibe and its material subsidiaries the Vibe Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordOrdinary Course; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Vibe Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR Vibe or any of its material subsidiaries the Vibe Subsidiaries of any material property or assetsassets except in the Ordinary Course; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Vibe or any of its material subsidiaries the Vibe Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR Vibe or any of its material subsidiaries the Vibe Subsidiaries of any Lien or any making by SSR Vibe or any of its material subsidiaries the Vibe Subsidiaries of any material loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial StatementsPerson; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Vibe on any SSR Vibe Shares; and; (vi) Vibe has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Vibe Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Vibe or any of its material subsidiaries the Vibe Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) Vibe made to, for or with any of such directors, officers, employees or consultants, except for the grant of certain Vibe Options or in the Ordinary Course; and (viii) Vibe has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) of Since June 30, 2018, except for the SSR Disclosure Letter, since December 31, 2019Private Placement: (ia) Each each of SSR Makena and its material subsidiaries the Makena Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordOrdinary Course; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in with respect of SSRto Makena; (iiic) except as disclosed in Schedule 3.2(13)(c) of the SSR Public Makena Disclosure RecordLetter, there has not been any acquisition or sale by SSR or any of its material subsidiaries Makena of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries Makena of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries Makena of any Lien or any making by SSR or any of its material subsidiaries Makena of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Makena Financial Statements; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR Makena on any SSR Makena Shares; and; (vif) Makena has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Makena Shares; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries Makena to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) Makena made to, for or with any of such directors, officers, employees or consultants; and (h) except as disclosed in Schedule 3.2(13)(h) of the Makena Disclosure Letter, Makena has not removed any auditor or director or terminated any officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Company Disclosure Letter, since December 31September 30, 20192018: (i) Each of SSR the Company and its material subsidiaries Subsidiaries (other than Trichome) has conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Company Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries (other than Trichome) of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries (other than Trichome) of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries (other than Trichome) of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Company Shares; and; (vi) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Company Shares; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries (other than Trichome) to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Options, SSR RSUs Company Options or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU PlanCompany RSUs) made to, for or with any of such directors, officers, employees or consultants; and (viii) the Company has not removed any auditor or director or terminated any senior officer.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure Letter, since Since December 31, 20192012: (i) Each of SSR and its material subsidiaries Company has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Record; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRCompany; (iii) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR or any of its material subsidiaries Company of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries Company of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries Company of any Lien or any making by SSR or any of its material subsidiaries Company of any loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Company on any SSR Common Shares; and; (vi) Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares; (vii) other than as disclosed in Section (n)(vii) of the Disclosure Letter, there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries Company to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Benefit Employee Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs Options pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Stock Option Plan) made to, for or with any of such directors, officers, employees or consultants.; and (viii) Company has not removed any auditor or director or terminated any officer or other senior officer;

No Material Change. Except as disclosed in Section 4.1(1)(p(14) of the SSR Gold Flora Disclosure Letter, since December 31September 30, 20192022: (ia) Each Gold Flora and each of SSR and its material subsidiaries Subsidiaries has conducted its business Gold Flora Business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordTransaction; (iib) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRon Gold Flora; (iiic) except as disclosed in the SSR Public Disclosure Record, there has not been any acquisition or sale by SSR Gold Flora or any of its material subsidiaries Subsidiaries of any material property or assets; (ivd) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR Gold Flora or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR Gold Flora or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR Gold Flora or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Gold Flora Financial Statements; (ve) there has been no dividend or distribution of any kind declared, paid or made by SSR Gold Flora on any SSR Shares; andGold Flora Membership Units; (vif) Gold Flora has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Gold Flora Membership Units; (g) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR Gold Flora or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees employees, independent contractors or consultants or any grant to any such director, officer, employee employee, independent contractor or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans (including the granting of SSR Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) Gold Flora made to, for or with any of such directors, officers, employees employees, independent contractors or consultants; and (h) Gold Flora has not, and its Subsidiaries have not, removed any auditor or removed or appointed any director or terminated or appointed any senior officer, other than as disclosed in the Gold Flora Data Room, the Gold Flora Disclosure Letter, or previously disclosed to TPCO.

No Material Change. Except To the knowledge of Theia Resources, since January 31, 2018, except as disclosed in Section 4.1(1)(p) of the SSR Theia Resources Public Disclosure Letter, since December 31, 2019Record: (i) Each of SSR and its material subsidiaries has conducted its business only in the ordinary course of business consistent with past practice, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure Record; (ii) there has not occurred any event, occurrence event that constituted or development or with the passage of time would constitute a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect in respect of SSRTheia Resources; (ii) Theia Resources has not effected or passed any resolution to approve a split, consolidation (other than the Consolidation) or reclassification of any of the outstanding Theia Resources Shares; (iii) except as disclosed in the SSR Public Disclosure Record, there Theia Resources has not been any acquisition or sale by SSR or any of its material subsidiaries of effected any material property change in its accounting methods, principles or assetspractices; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR or any of its material subsidiaries of any material debt for borrowed money, any creation or assumption by SSR or any of its material subsidiaries of any Lien or any making by SSR or any of its material subsidiaries of any loan, advance or capital contribution to or investment in any other person, except as disclosed in the SSR Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR Theia Resources on any SSR Theia Resources Shares; and; (v) there has not occurred any event that constituted or with the passage of time would constitute a Material Adverse Effect in respect of Theia Resources or Subco; (vi) the business and property of Theia Resources conform in all material respects to the description thereof contained in Theia Resources Public Disclosure Record; (vii) there has not been any material increase in or modification of the compensation payable to or to become payable by SSR or any of its material subsidiaries the Reporting Issuer to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any SSR Benefit Plans (including the granting of SSR Optionsbonus, SSR RSUs pension, insurance or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) benefit arrangement made to, for or with any of such directors, officers, employees or consultants; and (viii) other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Theia Resources of any debt for borrowed money, any creation or assumption by Theia Resources of any Encumbrance or any making by Theia Resources or Subco of any loan, advance or capital contribution to, or investment in, any other Person.

No Material Change. Except as disclosed in Section 4.1(1)(p) of the SSR Disclosure LetterSince September 30, since December 31, 20192017: (i) Each of SSR the Company and its material subsidiaries Subsidiaries has conducted its business only in the ordinary course of business consistent with past practiceOrdinary Course, excluding matters relating to the proposed Arrangement and the related process and except as disclosed in the SSR Public Disclosure RecordArrangement; (ii) there has not occurred any event, occurrence or development or a state of circumstances or facts which has had or would, individually or in the aggregate, reasonably be expected to have any Company Material Adverse Effect in respect of SSREffect; (iii) except as disclosed in section (p) of the SSR Public Company Disclosure RecordLetter, there has not been any acquisition or sale by SSR the Company or any of its material subsidiaries Subsidiaries of any material property or assets; (iv) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SSR the Company or any of its material subsidiaries Subsidiaries of any material debt for borrowed money, any creation or assumption by SSR the Company or any of its material subsidiaries Subsidiaries of any Lien or any making by SSR the Company or any of its material subsidiaries Subsidiaries of any material loan, advance or capital contribution to or investment in any other personPerson, except as disclosed in the SSR Company Financial Statements; (v) there has been no dividend or distribution of any kind declared, paid or made by SSR the Company on any SSR Common Shares; and; (vi) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares; (vii) other than as disclosed in section (p)(vii) of the Company Disclosure Letter, there has not been any material increase in or modification of the compensation payable to or to become payable by SSR the Company or any of its material subsidiaries Subsidiaries to any of its or their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance severance, change in control or termination pay or any increase or modification of any SSR Benefit Employee Plans of the Company (including the granting of SSR Company Options, SSR RSUs or SSR PSUs pursuant to the SSR Share Compensation Plan or SSR DSUs pursuant to the SSR DSU Plan) made to, for or with any of such directors, officers, employees or consultants; and (viii) the Company has not removed any auditor or director or terminated any senior officer.