Common use of Obligations of the Consultant Clause in Contracts

Obligations of the Consultant. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Consultant shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Consultant with all amendments to stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Consultant. (b) The Consultant agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.3 hereof, the “Services”): (i) providing administrative services, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (ii) as authorized from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community; (iii) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors; (iv) evaluate, manage, negotiate and providing assistance to the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;

Obligations of the Consultant. (a) Subject always to 3.1 The Consultant shall exercise the oversight power and supervision authorities, and fulfil the duties and responsibilities hereby conferred upon it, honestly, in good faith and in the best interests of the Board Company, shall perform the Services in a sound and professional manner such that the same meets industry standards of Directors performance quality or as set by the specifications of the Company, and shall conduct itself in accordance with the charter documents and articles of the Company, policies of the Company and applicable law. When requested by the terms and conditions of this AgreementCompany, the Consultant shall during advise the term Company of any particular compliance issues affecting any of the Services for which the Consultant has been engaged. 3.2 The Services hereunder shall be provided on the basis of the following terms and conditions: (a) the Consultant shall report directly to the Board; (b) the Consultant shall devote sufficient working time, attention and ability in a timely manner to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement Agreement; (ic) the Consultant shall be reasonably available to perform the Services as set forth in Section 3.1(brequired under this Agreement; (d) below and (ii) the Consultant shall comply with all applicable rules, laws, regulations and policies of any kind whatsoever having application to the operational objectives carrying out and business plans performance of the Company in existence obligations under this Agreement; and (e) the Consultant shall assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board from time to time. . 3.3 The Company shall promptly provide the Consultant with all amendments to stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Consultant. (b) The Consultant agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.3 hereof, the “Services”): (i) providing administrative services, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (ii) as authorized from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community; (iii) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, acknowledges that the Consultant shall not advise and/or Carasquero are engaged in providing services similar to the Services to other companies engaged in the technology sector. The Consultant and Xxxxxxxxxx each agree that in the case of a serious conflict which arises as a result of such other consulting activities, the Consultant will notify the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by that a serious conflict exists. Unless the Company based on legalagrees otherwise, tax the Consultant and other considerations Carasquero will temporarily prorogue and suspend the advice provision of the Company’s accounting, legal and other advisors; (iv) evaluate, manage, negotiate and providing assistance to Services under this Agreement until the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;conflict is resolved.

Obligations of the Consultant. (a) Subject always to 3.1 The Consultant shall exercise the oversight power and supervision authorities, and fulfil the duties and responsibilities hereby conferred upon it, honestly, in good faith and in the best interests of the Board Company, shall perform the Services in a sound and professional manner such that the same meets industry standards of Directors performance quality or as set by the specifications of the Company, and shall conduct itself in accordance with the charter documents and articles of the Company, policies of the Company and applicable law. When requested by the terms and conditions of this AgreementCompany, the Consultant shall during advise the term Company of any particular compliance issues affecting any of the Services for which the Consultant has been engaged. 3.2 The Services hereunder shall be provided on the basis of the following terms and conditions: (a) the Consultant shall report directly to the Board; (b) the Consultant shall devote sufficient working time, attention and ability in a timely manner to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement Agreement; (ic) the Consultant shall be reasonably available to perform the Services as set forth in Section 3.1(brequired under this Agreement; (d) below and (ii) the Consultant shall comply with all applicable rules, laws, regulations and policies of any kind whatsoever having application to the operational objectives carrying out and business plans performance of the Company in existence obligations under this Agreement; and (e) the Consultant shall assume, obey, implement and execute such duties, directions, responsibilities, procedures, policies and lawful orders as may be determined or given by the Board from time to time. . 3.3 The Company shall promptly provide the Consultant with all amendments to stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Consultant. (b) The Consultant agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.3 hereof, the “Services”): (i) providing administrative services, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time; (ii) as authorized from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community; (iii) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, acknowledges that the Consultant shall not advise and/or Hofsink are engaged in providing services similar to the Services to other companies engaged in the technology sector. The Consultant and Xxxxxxx each agree that in the case of a serious conflict which arises as a result of such other consulting activities, the Consultant will notify the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by that a serious conflict exists. Unless the Company based on legalagrees otherwise, tax the Consultant and other considerations Xxxxxxx will temporarily prorogue and suspend the advice provision of the Company’s accounting, legal and other advisors; (iv) evaluate, manage, negotiate and providing assistance to Services under this Agreement until the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;conflict is resolved.

Obligations of the Consultant. (a) Subject always 3.1 The Consultant shall exercise the power and authorities, and fulfil the duties and responsibilities hereby conferred upon it, honestly, in good faith and in the best interests of the Company, shall perform the Services in a sound and professional manner as is reasonably expected of an individual in similar circumstances, and shall conduct itself in accordance with the charter documents and articles of the Company, policies of the Company, applicable law and the rules and policies of each stock exchange or quotation service upon which securities of the Company may be listed or quoted from time to time. 3.2 The Consultant will report to the oversight and supervision of the Board of Directors Chief Executive Officer of the Company and the terms Board and conditions will keep the Board informed of this Agreement, the Consultant shall during the term of this Agreement (i) perform all matters concerning the Services as set forth requested by the Board from time to time. 3.3 The Consultant shall ensure that Xxxxxx devotes sufficient working time, attention and ability in Section 3.1(b) below and (ii) a timely manner to the business of the Company as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 3.4 The Consultant shall comply with all reasonable endeavours of the operational objectives Company, industry practice, and business plans law and regulation to ensure that it affords security to information of the Company and that the Consultant, or any persons with whom the Consultant works or with whom the Consultant deals, does not employ information of the Company in existence from time any manner contrary to time. The Company shall promptly provide law or fiduciary obligations. 3.5 In the event that the Consultant, Xxxxxx, or any person with whom the Consultant works or with all amendments whom the Consultant deals, trades in the Company’s or an affiliate’s securities, then the Consultant shall employ reasonable prudence and good market practice as to stated operational objectives such trading and shall effect such in compliance with applicable law. 3.6 The Services performed by the Consultant will be provided at the business plans address of the Company approved Consultant unless otherwise agreed to by the Board Parties. 3.7 The Consultant acknowledges that, as a result of Directors Xxxxxx’x position as CFO of the Company and any of its subsidiaries, Xxxxxx is subject to xxxxxxx xxxxxxx regulations and restrictions under Canadian securities laws and therefore is required to file insider reports disclosing, among other available information reasonably requested by things, the Consultant. (b) The Consultant agrees grant of any stock options or other security based compensation awards as well as the purchase and covenants that it shall perform sale of any common shares or other securities in the following services (as capital of the Company. In addition, the Company may be modified from time to time pursuant to Section 3.3 hereofpublish trading guidelines and restrictions for its employees, the “Services”): (i) providing administrative servicesconsultants, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to officers and directors as may be considered by the Company, including accountantsin its discretion, lawyersprudent and necessary for a publicly listed company. It is a term of this Agreement that Xxxxxx, registered investment advisers through the Consultant, complies with applicable securities laws, the rules and policies of each stock exchange or experts, in each case, as quotation service upon which securities of the Company may be necessary by the Company from time to time; (ii) as authorized listed or quoted from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community; (iii) identify, evaluate, manage, perform due diligence on, negotiate any Company guidelines and providing assistance restrictions relating to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors; (iv) evaluate, manage, negotiate and providing assistance to the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;these issues.