Common use of OPINIONS AND CERTIFICATES Clause in Contracts

OPINIONS AND CERTIFICATES. 5.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in form and substance acceptable to them (the “Deliveries”): (a) comfort letters from the auditors of the Issuer and the Target, dated as of the date of the Prospectus and the Registration Statement and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) opinions of Canadian and U.S. counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Shares, the Warrants and the Agent’s Warrants for which the Agent may reasonably request an opinion (the “Issuer Legal Opinion”); (c) opinions of Canadian and U.S. counsel for the Target, dated as of the Effective Date and addressed to the Agent and its counsel, related to any legal matter in connection with the Business for which the Agent may reasonably request an opinion (the “Target Legal Opinion”); (d) certificates of the Issuer and the Target, dated as of the Effective Date and signed by the president of the Issuer or the Target, as the case may be, or by another officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs or the Target and its affairs, as the case may be (the “Officer’s Certificates”); and (e) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus and the Registration Statement which are reasonably requested by the Agent or its counsel. 5.2 On the Closing Day, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Commissions and the Exchange for the Offering, the Issuer Legal Opinion, the Target Legal Opinion and the Officer’s Certificates updated to the Closing.

OPINIONS AND CERTIFICATES. 5.1 6.1 On the Effective Date, the Issuer will deliver the following documents to the Agent Agents and its their counsel in a form and substance acceptable to them (the “Deliveries”): (a) them, a comfort letters letter from the auditors auditor of the Issuer and the TargetIssuer, dated as of the date of the Prospectus and the Registration Statement and addressed to the Agent Agents and its their counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus;. 6.2 On the Closing Day, the Issuer will deliver the following documents to the Agents and their counsel in a form acceptable to them: (ba) opinions an opinion of Canadian and U.S. counsel for the Issuer, dated as of the Effective Date Closing Day and addressed to the Agent Agents and its their counsel, relating to any legal matter in connection with the creation, issuance and sale of the SharesSecurities, the Warrants Agents' Warrants, Agents' Warrant Shares and the Agent’s Warrants Corporate Finance Shares for which the Agent Agents may reasonably request an opinion (the “Issuer "Legal Opinion”"); (cb) opinions a certificate of Canadian and U.S. counsel for the TargetIssuer, dated as of the Effective Date and addressed to the Agent and its counsel, related to any legal matter in connection with the Business for which the Agent may reasonably request an opinion (the “Target Legal Opinion”); (d) certificates of the Issuer and the Target, dated as of the Effective Date Closing Day and signed by the president of the Issuer and the chief financial officer of the Issuer or such other officers of the Target, as the case may be, or by another officer Issuer approved by the AgentAgents, certifying certain facts relating to the Issuer and its affairs or the Target and its affairs, as the case may be (the “Officer’s Certificates”"Officers' Certificate"); and; (ec) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus and the Registration Statement which are reasonably requested by the Agent Agents or its their counsel.; and 5.2 On the Closing Day, the Issuer will provide the Agent and its counsel with (d) evidence of the necessary approval of the Commissions and the Exchange Regulatory Authorities for the Offering. 6.3 On closing of the Greenshoe Option, the Issuer Legal Opinion, will provide the Target Agents and their counsel with the Legal Opinion and the Officer’s Certificates Officers' Certificate updated to the Closingday of closing of the Greenshoe Option.

OPINIONS AND CERTIFICATES. 5.1 7.1 On the Effective Date, the Issuer will deliver to the Agent a copy of the Exchange’s letter evidencing acceptance of the Short Form for filing. 7.2 On the Closing Day, the Issuer will deliver the following documents to the Agent and its counsel in form and substance acceptable to them (the “Deliveries”):them: (a) comfort letters from the auditors an opinion of the Issuer and the Target, dated as of the date of the Prospectus and the Registration Statement and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; (b) opinions of Canadian and U.S. counsel for the Issuer, dated as of the Effective Date Closing Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the Acquisition and the creation, issuance and sale of the Shares, the Warrants and the Agent’s Warrants Securities for which the Agent may reasonably request an opinion (the “Issuer Legal Opinion”)opinion; (cb) opinions an opinion of Canadian and U.S. counsel for the TargetNaturally Splendid, dated as of the Effective Date Closing Day, and addressed to the Agent and its counsel, related counsel relating to any legal matter in connection with the Business for which corporate status of Naturally Splendid and the Agent may reasonably request an opinion (the “Target Legal Opinion”)Acquisition; (dc) certificates a certificate of the Issuer and the TargetIssuer, dated as of the Effective Date Closing Day and signed by two officers of the Issuer, one of whom shall be the president of the Issuer or the Target, as the case may be, or by another officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs and confirming that the Issuer has irrevocably instructed its counsel to complete the Acquisition concurrently with the Closing; (d) a certificate of Naturally Splendid, dated as of the Closing Day and signed by two officers of Naturally Splendid, one of whom shall be the president of Naturally Splendid or another officer approved by the Target Agent, certifying certain facts relating to the Issuer and its affairs, as affairs and confirming that Naturally Splendid has irrevocably instructed its counsel to complete the case may be (Acquisition concurrently with the “Officer’s Certificates”)Closing; and (e) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus and the Registration Statement Offering which are reasonably requested by the Agent or its counsel. 5.2 On the Closing Day, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Commissions and the Exchange for the Offering, the Issuer Legal Opinion, the Target Legal Opinion and the Officer’s Certificates updated to the Closing.

OPINIONS AND CERTIFICATES. 5.1 8.1 On the Effective Date, the Issuer will deliver the following documents to the Agent and its counsel in a form and substance acceptable to them (the “Deliveries”):them: (a) a comfort letters letter from the auditors auditor of the Issuer and the TargetIssuer, dated as of the date of the Prospectus and the Registration Statement and addressed to the Agent and its counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the Prospectus; and (b) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its counsel. 8.2 On Closing, the Issuer will deliver the following documents to the Agent and its counsel in a form acceptable to them: (a) evidence of the necessary approval of the Regulatory Authorities for the Offering; (b) opinions an opinion of Canadian and U.S. counsel for the Issuer, dated as of the Effective Date Closing Day and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale of the Shares, the Warrants and the Agent’s Warrants Securities for which the Agent may reasonably request an opinion, including but not limited to an opinion (or opinions on the “Issuer Legal Opinion”)Subsidiaries; (c) opinions a favourable title opinion on the Issuer’s Xxxxxxxx Property addressed to the Agent and their counsel; (d) a certificate of Canadian and U.S. counsel for the TargetIssuer, dated as of the Effective Date and addressed to the Agent and its counsel, related to any legal matter in connection with the Business for which the Agent may reasonably request an opinion (the “Target Legal Opinion”); (d) certificates of the Issuer and the Target, dated as of the Effective Date Closing Day and signed by the president chief executive officer and chief financial officer of the Issuer or the Target, as the case may be, or by another officer such other officers approved by the Agent, certifying certain facts relating to the Issuer and its affairs or the Target and its affairs, as the case may be (the “Officer’s CertificatesOfficers’ Certificate”); and; (e) if any sales are made in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States, an opinion of U.S. counsel to the Issuer, addressed to the Agent in form and substance acceptable to the Agent, acting reasonably, that the offer and sale of the Units, the Warrants and the Shares in the United States and to, or for the account or benefit of, U.S. Persons pr persons in the United States does not require registration under the U.S. Securities Act; and 5347189.1 (f) any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus and the Registration Statement Offering which are reasonably requested by the Agent or its counsel. 5.2 On the Closing Day, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Commissions and the Exchange for the Offering, the Issuer Legal Opinion, the Target Legal Opinion and the Officer’s Certificates updated to the Closing.

OPINIONS AND CERTIFICATES. 5.1 On 6.1 Prior to the Effective DateAgent executing the Agent’s certificate attached to the Final Prospectus, the Issuer will deliver the following documents to the Agent and its legal counsel in form and substance forms acceptable to them (the “Deliveries”):them: (a) a comfort letters from the auditors letter of the Issuer and auditor of the TargetIssuer, dated as of the date of the Final Prospectus and the Registration Statement and addressed to the Agent and its legal counsel, relating to the accuracy of the financial statements forming part of the Prospectus and the accuracy of the financial, numerical and certain other information disclosed in the ProspectusFinal Prospectus (the “Comfort Letter”); (b) opinions a certificate of Canadian and U.S. counsel for the Issuer, dated as of the Effective Date and addressed to the Agent and its counsel, relating to any legal matter in connection with the creation, issuance and sale date of the Shares, the Warrants and the Agent’s Warrants for which the Agent may reasonably request an opinion (the “Issuer Legal Opinion”); (c) opinions of Canadian and U.S. counsel for the Target, dated as of the Effective Date and addressed to the Agent and its counsel, related to any legal matter in connection with the Business for which the Agent may reasonably request an opinion (the “Target Legal Opinion”); (d) certificates of the Issuer and the Target, dated as of the Effective Date Final Prospectus and signed by the president chief executive officer and the chief financial officer of the Issuer or the Target, as the case may be, or by another such other officer approved by the Agent, certifying certain facts relating to the Issuer and its affairs or the Target and its affairs, as the case may be (the “OfficerOfficers’ Certificate”); (c) an opinion of counsel for the Issuer addressed to the Agent and its legal counsel providing a report on the Issuer’s Certificates”title to the material properties of the Issuer disclosed in the Prospectus (the “Title Opinion” ); and (d) if not contained in the Prospectus itself, an opinion of counsel for the Issuer addressed to the Agent and its legal counsel confirming that the Shares will be, at the time of issuance, qualified investments under the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereto for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings accounts (the “Eligibility Opinion”). 6.2 On the Closing Date, the Issuer will deliver to the Agent: (a) the Officers’ Certificate, updated to the Closing Date; (b) a “bring-down” version of the Comfort Letter; (c) if requested by the Agent, a “bring-down” version of the Title Opinion; (d) if requested by the Agent, a “bring-down” version of the Eligibility Opinion; (e) an opinion of legal counsel for the Issuer addressed to the Agent and its legal counsel relating to any legal matter in connection with the Prospectus and the creation, issuance and sale of the Shares for which the Agent may reasonably request an opinion; and (f) documents evidencing the necessary approval of the Regulatory Authorities for the Offering and the listing of the Common Shares, including all Common Shares forming part of the Securities, on the Exchange. 6.3 The Issuer will also deliver any other certificates, comfort letters or opinions in connection with any matter related to the Offering or the Prospectus and the Registration Statement which are reasonably requested by the Agent or its legal counsel. 5.2 On the Closing Day, the Issuer will provide the Agent and its counsel with evidence of the necessary approval of the Commissions and the Exchange for the Offering, the Issuer Legal Opinion, the Target Legal Opinion and the Officer’s Certificates updated to the Closing.