Common use of Public Company Documents; Financial Statements Clause in Contracts

Public Company Documents; Financial Statements. (a) All forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries since January 1, 2019 and all documents to be filed by or on behalf of Aphria following the date of this Agreement until the Effective Time (collectively, the “Aphria Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria Public Company Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Aphria Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria up until the Effective Time. Aphria has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria with the Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 and the rules and policies of the TSX and Nasdaq.

Public Company Documents; Financial Statements. (a) All Other than as disclosed in Section (6) of the EHT Disclosure Letter, all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries EHT since January 1, 2019 2020 and all documents to be filed by or on behalf of Aphria EHT following the date of this Agreement until the Effective Time (collectively, the “Aphria EHT Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of at their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria EHT Public Company Documents contained any untrue statement of a material fact or omitted to state 328972.00001/116443569.20 a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Aphria EHT Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria EHT up until the Effective Time. Aphria Other than as disclosed in Section (6) of the EHT Disclosure Letter, EHT has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria EHT with the applicable Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 102) and the rules and policies of the TSX CSE and Nasdaqthe OTCQX.

Public Company Documents; Financial Statements. (a) All Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries GameSquare since January 1December 7, 2019 2020 and all documents to be filed by or on behalf of Aphria GameSquare following the date of this Agreement until the Effective Time (collectively, the “Aphria GameSquare Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of at their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria GameSquare Public Company Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by GameSquare. (b) The Aphria GameSquare Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria GameSquare up until the Effective Time. Aphria Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, GameSquare has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria GameSquare with the applicable Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 102) and the rules and policies of the TSX CSE, except where such failure would not have a GameSquare Material Adverse Effect. (c) The financial statements (including related notes, if any) contained in the GameSquare Public Company Documents: (i) complied as to form in all material respects with the published rules and Nasdaqregulations of the Securities Authority applicable thereto; (ii) were prepared in accordance with IFRS, applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); and (iii) fairly presented in all material respects the consolidated financial position of GameSquare and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of cash flows of GameSquare and its consolidated Subsidiaries for the periods covered thereby. (d) Since the GameSquare Financial Statement Date, neither GameSquare nor any of the GameSquare Subsidiaries, has received or otherwise obtained, to the Knowledge of GameSquare, any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of GameSquare or any of the GameSquare Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that GameSquare or any of the GameSquare Subsidiaries has engaged in questionable accounting or auditing practices. (e) GameSquare’s auditors were and are independent in respect of GameSquare within the meaning of the rules of professional conduct applicable to auditors in Canada. (f) There has not ever been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with GameSquare’s auditors. (g) Neither GameSquare or any of the GameSquare Subsidiaries, nor, to the Knowledge of GameSquare, any director, officer, employee, auditor, accountant or representative of GameSquare or any of the GameSquare Subsidiaries, has since December 7, 2020, received or otherwise had or obtained knowledge of any written complaint, allegation, assertion, or claim regarding the accounting or auditing practices, procedures, methodologies or methods of GameSquare or any of the GameSquare Subsidiaries or their respective internal accounting controls, including that GameSquare or any of the GameSquare Subsidiaries has engaged in questionable accounting or auditing practices that are inconsistent with the IFRS or standard industry practice.

Public Company Documents; Financial Statements. (a) All Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries GameSquare since January 1December 7, 2019 2020 and all documents to be filed by or on behalf of Aphria GameSquare following the date of this Agreement until the Effective Time (collectively, the “Aphria GameSquare Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of at their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria GameSquare Public Company Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward- looking statements or the completeness of any information filed or furnished by GameSquare. (b) The Aphria GameSquare Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria GameSquare up until the Effective Time. Aphria Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, GameSquare has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria GameSquare with the applicable Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 51- 102) and the rules and policies of the TSX and NasdaqCSE, except where such failure would not have a GameSquare Material Adverse Effect.

Public Company Documents; Financial Statements. (a) All Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries GameSquare since January 1December 7, 2019 2020 and all documents to be filed by or on behalf of Aphria GameSquare following the date of this Agreement until the Effective Time (collectively, the “Aphria GameSquare Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of at their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria GameSquare Public Company Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by GameSquare. (b) The Aphria GameSquare Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria GameSquare up until the Effective Time. Aphria Other than as disclosed in Section (6) of the GameSquare Disclosure Letter, GameSquare has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria GameSquare with the applicable Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 51102) and the rules and policies of the TSX and NasdaqCSE, except where such failure would not have a GameSquare Material Adverse Effect.

Public Company Documents; Financial Statements. ‌ (a) All Other than as disclosed in Section (6) of the EHT Disclosure Letter, all forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), required to have been filed with or furnished to the applicable Securities Authorities by Aphria or any of the Aphria Subsidiaries EHT since January 1, 2019 2020 and all documents to be filed by or on behalf of Aphria EHT following the date of this Agreement until the Effective Time (collectively, the “Aphria EHT Public Company Documents”), have been or will be timely filed or furnished, as the case may be. As of at their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing), none of the Aphria EHT Public Company Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Aphria EHT Public Company Documents collectively constitute full, true and plain disclosure of all material facts relating to Aphria EHT up until the Effective Time. Aphria Other than as disclosed in Section (6) of the EHT Disclosure Letter, EHT has timely filed, and until the Effective Time will timely file, all forms, reports, statements, and documents, including financial statements and management’s discussion and analysis, required to be filed by Aphria EHT with the applicable Securities Authorities (including “documents affecting the rights of securityholders” and “material contracts” required to be filed by Part 12 of NI 51-102 102) and the rules and policies of the TSX CSE and Nasdaq.the OTCQX.‌