Common use of Satisfaction of Purchase Price Clause in Contracts

Satisfaction of Purchase Price. (a) The Purchase Price shall be satisfied by the issuance to the Vendor at the time of closing of the transactions contemplated herein (which shall occur on acceptance and execution by the Purchaser of previously executed and delivered copies of this Exchange Agreement by the Vendor) of the number of Common Shares in the capital of the Purchaser, set out beside the Vendor’s name in Schedule “A” (the “Issued Shares”). (b) For greater certainty, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement and the corresponding date of issuance of the Issued Shares without additional consent from the Vendor, provided that the transactions contemplated herein shall close on or before March 11, 2019, subject to extensions of up to 60 days in the aggregate (the “Outside Date”) at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date. (c) This Exchange Agreement and transactions contemplated herein are conditional upon the Purchaser receiving from the Vendor all documents necessary, in the sole and arbitrary discretion of the Purchaser, in relation to the approval of an amalgamation transaction between the Purchaser and Cansortium International Inc. (the “Amalgamation”), including but not limited to a consent resolution of the Vendor, as a shareholder of the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation to the Amalgamation, a proxy and power of attorney granting directors or officers of the Purchaser the ability and authority to vote the shares of the Purchaser held by the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, in the Purchaser’s sole and arbitrary discretion.

Satisfaction of Purchase Price. (a) 3.01 The Purchase Price shall be paid and satisfied in full by the issuance allotment and issue by CAP II LP as fully paid and non-assessable to each Vendor equal to the number of CAP I LP Units held by such Vendor on the date hereof multiplied by 1.0 plus the present value (calculated as at the Trigger Date) of all distributions made (or accrued) to the holders of Class A Trust Units between the date of this Agreement and the Trigger Date, to be calculated by the Trustees of the Trust, acting reasonably. The Trust shall provide by notice in writing (the “CAP II Notice”) to each Vendor not more than 10 business days following the Trigger Date (a) confirmation that the Condition Precedent has been met, (b) the date on which the Trigger Date occurred and (c) the number of Class B LP Units allotted and issued to the Vendor in question conditional upon delivery by the Vendor of its CAP I LP Unit certificate, duly endorsed in blank for transfer. 3.02 CAP II LP agrees to issue on the Trigger Date certificates to the Vendors for each such Class B LP Unit so allotted and issued by it under section 3.01, and each Vendor agrees to execute and deliver at the time date hereof, to be held in escrow by Centurion Apartment Properties GP Inc. (the sole general partner of closing CAP II LP) (“CAP II GP”): (a) an undated unit certificate stock power of attorney; (b) if it is not prohibited from doing so by law or practice, the transactions contemplated herein CAP I LP unit certificate(s) issued in his./her/its name to CAP II LP for cancelation by CAP I LP on the Trigger Date; and (which shall occur on acceptance c) an undated subscription, power of attorney and execution by declaration in favour of CAP II GP in the Purchaser of previously executed form annexed to this rollover agreement as Schedule B, and delivered copies of this Exchange Agreement by the Vendor) of each Vendor irrevocably authorizes and directs CAP II GP to complete the number of Common Shares Class B LP Units subscribed for (determined in the capital manner set out in section 3.01) and to date each of the Purchaser, set out beside the Vendor’s name in Schedule “A” (the “Issued Shares”). (b) For greater certainty, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement and the corresponding date of issuance of the Issued Shares without additional consent from the Vendor, provided that the transactions contemplated herein shall close on or before March 11, 2019, subject to extensions of up to 60 days in the aggregate (the “Outside Date”) at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date. (c) This Exchange Agreement and transactions contemplated herein are conditional upon the Purchaser receiving from the Vendor all documents necessary, in the sole and arbitrary discretion of the Purchaser, in relation to the approval of an amalgamation transaction between the Purchaser and Cansortium International Inc. (the “Amalgamation”), including but not limited to a consent resolution of the Vendor, as a shareholder of the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation to the Amalgamation, a proxy and said stock power of attorney granting directors or officers and subscription, power of the Purchaser the ability attorney and authority to vote the shares of the Purchaser held by declaration as agent for the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, in the Purchaser’s sole and arbitrary discretionquestion.

Satisfaction of Purchase Price. (a) The Purchase Price shall be paid and satisfied by the issuance to the Vendor as follows: (i) at the time of closing Closing 3% of the transactions contemplated herein amount equal to (which A) the Purchase Price, minus (B) the Payoff Amount (the “Holdback Amount”) shall occur on acceptance and execution be held back from the Purchase Price by the Purchaser of previously executed and delivered copies to the Escrow Agent to be deposited in an interest bearing account, held in trust for a period of this Exchange Agreement Fifteen (15) months in accordance with and subject to the terms of the Escrow Agreement. The Holdback Amount shall be dealt with in the manner set forth in Section 2.5(c)(ii), Section 8.8 and the Escrow Agreement; (ii) at Closing the Payoff Amount (with the exception of any Indebtedness related to Permitted Liens) as set forth in the Estimated Closing Statement shall be paid and satisfied by payment of such amounts by the Vendor) Purchaser (for, on behalf of, and at the irrevocable direction of the number Sellers) directly to the payees thereof pursuant to Payoff Statement delivered on or before the Closing Date (and as against receipt of Common Shares full and final discharges and releases from such payees, including any and all security held in respect of any Liens which are not Permitted Liens); (iii) at Closing the capital Unpaid Transaction Expenses Amount shall be paid and satisfied by payment of such amounts by the Purchaser (for, on behalf of, and at the irrevocable direction of the PurchaserCorporation) directly to the payees thereof pursuant to the Invoices to be provided at Close; (iv) at Closing the Purchaser shall pay the Cash Amount based on the Estimated Closing Statement in cash to the Sellers’ Counsel, set out beside in trust for and to be allocated among the Vendor’s name Sellers in accordance with Schedule 2.8 by way of wire transfer; and (v) by the Purchaser causing the Corporation to pay the discretionary bonuses described in Schedule “A” (the “Issued Shares”1.1(2), in accordance with Section 2.9(c). (b) For greater certaintyThe Purchaser and the Sellers acknowledge that it is not possible to conclusively determine the Net Working Capital until the Closing Working Capital Statement is finalized in accordance with Section 2.5. Accordingly, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement Purchaser and the corresponding date Sellers agree that, prior to the Closing Date, the Sellers have delivered to the Purchaser a good faith estimate of issuance (i) the Net Working Capital, (ii) the adjustments to the Purchase Price pursuant to Section 2.4 and (iii) the net impact of such estimated adjustments on the Issued Shares without additional consent from Cash Amount and the Vendor, provided that the transactions contemplated herein shall close on or before March 11, 2019, subject to extensions of up to 60 days in the aggregate Purchase Price (the “Outside Date”) at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date. (c) This Exchange Agreement and transactions contemplated herein are conditional upon the Purchaser receiving from the Vendor all documents necessary, in the sole and arbitrary discretion of the Purchaser, in relation to the approval of an amalgamation transaction between the Purchaser and Cansortium International Inc. (the “AmalgamationEstimated Closing Statement”), including but not limited to a consent resolution calculated in accordance with GAAP, consistent with past practice and attached as Schedule 2.3(b). For greater clarity, the calculation of Net Working Capital must be consistent with the Vendor, as a shareholder calculation of Targeted Working Capital and include only the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation GAAP adjustments to the Amalgamation, a proxy and power of attorney granting directors or officers of the Purchaser the ability and authority to vote the shares of the Purchaser held by the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, accounting records used in the Purchaser’s sole and arbitrary discretioncalculation of Target Working Capital. The Purchaser acknowledges that it has been entitled to comment on the Estimated Closing Statement.

Satisfaction of Purchase Price. (a) The At the Closing Time, the Purchaser shall satisfy the Purchase Price shall be satisfied by as follows: (i) the issuance of that number of GDFSI Shares equal to the Vendor at the time of closing 10% of the transactions contemplated herein difference of (which shall occur on acceptance and execution by the Purchaser of previously executed and delivered copies of this Exchange Agreement by the Vendor1) of 63,333,333 less (2) the number of Common GDFSI Debenture Shares issued to the Playgon Debenture Holders in connection with the capital exercise of the conversion right under the Conversion and Sale Agreements (the “Indemnity Escrow Consideration Shares”) in accordance with the Purchase Price Allocation by the delivery of certificates representing such Indemnity Escrow Consideration Shares to the Escrow Agent to be held in escrow in accordance with this Agreement and an escrow agreement (the “Indemnity Escrow Agreement”) to be entered into as of the Closing Date by the Purchaser, the Vendors and the Escrow Agent. The Indemnity Escrow Agreement shall provide for, subject to the satisfaction of any Agreed Claims pursuant to Article VII, the release of 50% of the Indemnity Escrow Consideration Shares on the one year anniversary of the Closing Date and the release of the balance of the Indemnity Escrow Consideration Shares on the 18 month anniversary of the Closing Date; (ii) the issuance of that number of GDFSI Shares equal to 90% of the difference of (1) 63,333,333 less (2) the number of GDFSI Debenture Shares issued to the Playgon Debenture Holders in connection with the exercise of the conversion right under the Conversion and Sale Agreements (the “Release Escrow Consideration Shares” and, together with the Indemnity Escrow Consideration Shares, the “Consideration Shares”) in accordance with the Purchase Price Allocation by the delivery of certificates representing such Release Escrow Consideration Shares to the Escrow Agent to be held in escrow in accordance with this Agreement and an escrow agreement (the “Release Escrow Agreement”) to be entered into as of the Closing Date by the Purchaser, the Vendors and the Escrow Agent. The Release Escrow Agreement shall provide for the release of 12.5% of the Release Escrow Consideration Shares on a quarterly basis with the first 12.5% being released on the six-month anniversary of the Closing Date; and (b) The number of Indemnity Escrow Consideration Shares and Release Escrow Consideration Shares shall be set out beside the Vendor’s name in Schedule “A” (the “Issued Shares”as may be updated pursuant to Section 2.8(a). (b) For greater certainty, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement and the corresponding date of issuance of the Issued Shares without additional consent from the Vendor, provided that the transactions contemplated herein shall close on or before March 11, 2019, subject to extensions of up to 60 days in the aggregate (the “Outside Date”) at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date. (c) This Exchange Agreement and transactions contemplated herein are conditional upon The share certificates representing the Purchaser receiving from the Vendor all documents necessary, Consideration Shares shall bear a legend substantially in the sole following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE <insert date that is four months and arbitrary discretion of the Purchaserone day after Closing Date>.” and, in relation to the approval of an amalgamation transaction between the Purchaser if applicable: “WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE, AS APPLICABLE, AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL <insert date that is four months and Cansortium International Inc. (the “Amalgamationone day after Closing Date>.”), including but not limited to a consent resolution of the Vendor, as a shareholder of the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation to the Amalgamation, a proxy and power of attorney granting directors or officers of the Purchaser the ability and authority to vote the shares of the Purchaser held by the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, in the Purchaser’s sole and arbitrary discretion.

Satisfaction of Purchase Price. (a) The Purchase Price shall be satisfied by the issuance to the Vendor at the time of closing of the transactions contemplated herein (which shall occur on acceptance and execution by the Purchaser of previously executed and delivered copies of this Exchange Agreement by the Vendor) of the number of Common Shares and Proportionate Voting Shares in the capital of the Purchaser, set out beside the Vendor’s name in Schedule “A” (the “Issued Shares”).9HQGRU¶V QDPH( thLe ³QIss ue6d FShKarHes´G).XOH ³$´ (b) For greater certainty, the Purchaser, upon receipt of all necessary documents, in the opinion of the Purchaser, shall be entitled to determine the date of closing of the transactions contemplated in this Exchange Agreement and the corresponding date of issuance of the Issued Shares without additional consent from the Vendor, provided that the transactions contemplated herein shall close on or before March 11February 27, 2019, subject to extensions of up to 60 days in the aggregate (the “Outside WKOHuts id³e Date”) ´ at the sole discretion of the Purchaser and without prior notice to the Vendor and which Outside Date shall be binding on the Vendor. At any time after the Outside Date, the Vendor shall be entitled to terminate the transactions contemplated herein. Except as contemplated by this Section 2(b), this Exchange Agreement shall not be revocable prior to the Outside Date by the Vendor upon the execution of this Exchange Agreement, even where the Purchaser executes this Exchange Agreement at a later date. (c) This Exchange Agreement and transactions contemplated herein are conditional upon the Purchaser receiving from the Vendor all documents necessary, in the sole and arbitrary discretion of the Purchaser, in relation to the approval of an amalgamation transaction between the Purchaser and Cansortium International Inc. (the “Amalgamation”)³Amalgamation´, including but not limited to a consent resolution of the Vendor, as a shareholder of the Purchaser after the completion of the transactions contemplated in this Exchange Agreement, approving the Amalgamation, a waiver of dissent and appraisal rights of the Vendor or a shareholder of the Purchaser in relation to the Amalgamation, a proxy and power of attorney granting directors or officers of the Purchaser the ability and authority to vote the shares of the Purchaser held by the Vendor after completion of the transactions contemplated in this Exchange Agreement, all in favour of and satisfactory to the Purchaser, in the Purchaser’s sole VDWLVIDFWRU\ WR WKH 3XUFKDV and arbitrary discretion.