Common use of United States Securities Law Matters Clause in Contracts

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Shares and the Newco Common Shares issued on completion of the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Shareholders subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT will ensure that each Shareholder entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PT; (g) the Interim Order will specify that each Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Consideration Shares, Class 1 Reorganization Shares SpinCo Shares, SpinCo Options and the Newco Common Shares Replacement Options issued on completion of under the Arrangement to Shareholders the United States holders of SilverCrest Shares and SilverCrest Options, as the case may be, will be issued by SpinCo and First Majestic, as the case may be, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the SilverCrest Shareholders and the SilverCrest Optionholders subject to the Arrangement; (d) the Final Order Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the SilverCrest Shareholders and the SilverCrest Optionholders pursuant to the Arrangement; (e) the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the ShareholdersSilverCrest Shareholders and SilverCrest Optionholders pursuant to the Arrangement; (ef) PT SilverCrest will ensure that each Shareholder Person entitled to receive New Common Consideration Shares, Class 1 Reorganization Shares SpinCo Shares, SpinCo Options and Newco Common Shares on completion of Replacement Options pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PT;; and (g) the Interim Order will specify that each Shareholder Person entitled to Consideration Shares, SpinCo Shares, SpinCo Options and Replacement Options pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they enter an appearance within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Shares and the Newco Common Shares securities to be issued on completion of pursuant to the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act provided by of 1933, as amended (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree Spinco agrees that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the VEGN Shareholders subject to the Arrangement; (d) the Final Order Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the VEGN Shareholders pursuant to the Arrangement; (e) the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the ShareholdersVEGN Shareholders pursuant to the Arrangement; (ef) PT Plant&Co will ensure that each Shareholder person entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Shares on completion of securities pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PT;; and (g) the Interim Order will specify that each Shareholder person entitled to receive securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they enter an appearance within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, assuming the Final Order is granted by the Court, all New Common Shares, Class 1 Reorganization Shares and the Newco Common Purchaser Shares issued on completion of under the Arrangement to Shareholders the Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Shareholders Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options, subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT The Company will ensure that each Shareholder Person entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Purchaser Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that rightright and that there shall not be any improper impediments to the appearance at the hearing of any Company Shareholder, any holder of Company Convertible Securities or any holder of TJAC Options; (e) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (f) each Company Shareholder, each holder of Company Convertible Securities and each holder of TJAC Options entitled to receive Purchaser Shares pursuant to the Shareholders Arrangement will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common such Purchaser Shares issued in pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption from Section 3(a)(10) Exemption, and in the registration requirements case of any Company Shareholder, any holder of Company Convertible Securities and any holder of TJAC Options in the United States that is an “affiliate” (within the meaning of applicable rules under the U.S. Securities Act provided by Section 3(a)(10Act) of the U.S. Securities Act and may Purchaser, or was such an “affiliate” within 90 days of the Effective Time, will be subject to restrictions on resale under the applicable Securities Legislation securities laws of the United States, including, as applicable, including Rule 144 under the U.S. Securities Act with respect to affiliates of PTAct; (g) the Interim Order approving the Company Meeting will specify that each Shareholder Company Shareholder, each holder of Company Convertible Securities and each holder of TJAC Options will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they deliver an appearance within a reasonable time; and (h) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Company Shareholders, each holder of Company Convertible Securities and each holder of TJAC Options. The Company shall request that the Final Order shall include a statement to substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTIONThis Order will serve as a basis of a claim to an exemption, PURSUANT TO SECTION 3(A)(10pursuant to Section 3(a)(10) OF THE UNITED STATES SECURITIES ACT OF of the United States Securities Act of 1933, AS AMENDEDas amended, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACTfrom the registration requirements otherwise imposed by that act, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARESregarding the issuance and distribution of securities of IM Cannabis Corp., CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENTpursuant to the Plan of Arrangement.”; and (i) the Parties further agree that each of them shall use commercially reasonable efforts to cause the issuance of the Purchaser Shares to Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options pursuant to the Arrangement to be exempt from, or otherwise be in compliance with, all applicable U.S. state securities laws.

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares, Class 3 Reorganization Shares, the Spinco1 Common Shares, the Spinco2 Common Shares and the Newco Spinco3 Common Shares issued on completion of the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Shareholders subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT Alchemist will ensure that each Shareholder entitled to receive New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares, Class 3 Reorganization Shares, Spinco1 Common Shares, Spinco2 Common Shares and Newco Spinco3 Common Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares, Class 3 Reorganization Shares, Spinco1 Common Shares, Spinco2 Common Shares and Newco Spinco3 Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PTAlchemist; (g) the Interim Order will specify that each Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTIONThis Order will serve as a basis of a claim to an exemption, PURSUANT TO SECTION 3(A)(10pursuant to section 3(a)(10) OF THE UNITED STATES SECURITIES ACT OF of the United States Securities Act of 1933, AS AMENDEDas amended, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACTfrom the registration requirements otherwise imposed by that Act, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARESregarding the exchange of Common Shares for New Common Shares, CLASS Class 1 REORGANIZATION SHARES AND NEWCO COMMON SHARESReorganization Shares, PURSUANT TO THE PLAN OF ARRANGEMENTClass 2 Reorganization Shares, Class 3 Reorganization Shares, Spinco1 Common Shares, Spinco2 Common Shares and Spinco3 Common Shares, pursuant to the Plan of Arrangement.”

United States Securities Law Matters. The Parties Metanor and Bonterra agree that the Metanor Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Consideration Shares and the Newco Common Shares Replacement Options issued on completion of the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Shareholders subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT will ensure that each Shareholder entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and Metanor Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, Metanor and may Bonterra agree that the Metanor Arrangement will be carried out on the following basis: (a) the Metanor Arrangement will be subject to restrictions the approval of the Quebec Court; (b) the Quebec Court will be advised as to the intention of the parties to rely on resale the Section 3(a)(10) Exemption prior to the hearing required to approve the Metanor Arrangement; (c) the Quebec Court will be required to satisfy itself as to the fairness of the Metanor Arrangement to the Metanor Shareholders and the Metanor Optionholders subject to the Metanor Arrangement; (d) the Quebec Court will have determined, prior to approving the Metanor Arrangement, that the terms and conditions of the exchanges of securities under the applicable Securities Legislation Metanor Arrangement are fair to the Metanor Shareholders and the Metanor Optionholders pursuant to the Metanor Arrangement; (e) the order approving the Metanor Arrangement that is obtained from the Quebec Court will expressly state that the Metanor Arrangement is approved by the Quebec Court as being fair to the Metanor Shareholders and Metanor Optionholders pursuant to the Metanor Arrangement; (f) Metanor will ensure that each Person entitled to Consideration Shares and Replacement Options pursuant to the Metanor Arrangement will be given adequate notice advising them of their right to attend the hearing of the United States, including, as applicable, Rule 144 under Quebec Court to give approval of the U.S. Securities Act Metanor Arrangement and providing them with respect the sufficient information necessary for them to affiliates of PT;exercise that right; and (g) the Metanor Interim Order will specify that each Shareholder Person entitled to Consideration Shares and Replacement Options pursuant to the Metanor Arrangement will have the right to appear before the Quebec Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they enter an appearance within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, assuming the Final Order is granted by the Court, all New Common Shares, Class 1 Reorganization Purchaser Shares issued under the Arrangement (including pursuant to the surrender and cancellation of Company In-The-Money Options and the Newco Common Shares surrender and cancellation of Company In-The-Money Warrants), all Replacement Options issued on completion of under the Arrangement to Shareholders in exchange for the Company Out-Of-The Money Options, and all Replacement Warrants issued under the Arrangement in exchange for the Company Out-Of-The Money Warrants will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to Company Shareholders and the Shareholders holders of Company Convertible Securities subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT Company will ensure that each Shareholder Person entitled to receive New Common Consideration Shares, Class 1 Reorganization Shares Replacement Options and Newco Common Shares Replacement Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that rightright and that there shall not be any improper impediments to the appearance at the hearing of any Company Shareholder and any holder of Company Convertible Securities; (e) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (f) each Company Shareholder and each holder of Company Convertible Securities entitled to receive Consideration Shares, Replacement Options and Replacement Warrants pursuant to the Shareholders Arrangement will be advised that the New Common such Consideration Shares, Class 1 Reorganization Shares Replacement Options and Newco Common Shares Replacement Warrants issued in pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption from Section 3(a)(10) Exemption, and in the registration requirements case of any Company Shareholder and any holder of Company Convertible Securities that is an “affiliate” (within the meaning of applicable rules under the U.S. Securities Act provided by Section 3(a)(10Act) of the U.S. Securities Act and may Purchaser, or was such an “affiliate” within 90 days of the Effective Time, will be subject to restrictions on resale under the applicable Securities Legislation securities laws of the United States, including, as applicable, including Rule 144 under the U.S. Securities Act with respect to affiliates of PTAct; (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder and each holder of Company Convertible Securities will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they deliver an appearance within a reasonable time; and (h) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Company Shareholders and the holders of Company Convertible Securities. The Company shall request that the Final Order shall include a statement to substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF AND UPON BEING ADVISED by counsel for MYM Nutraceuticals Inc. that this Court’s approval of the arrangement and its determination that the arrangement is fair to the persons to be issued securities pursuant to the arrangement will serve as the basis of a claim to an exemption from the registration requirements of the United States Securities Act of 1933, AS AMENDEDas amended, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACTpursuant to Section 3(a)(10) thereof, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARESregarding the exchange of securities of IM Cannabis Corp. pursuant to the Plan of Arrangement”; and (i) the Parties further agree that each of them shall use commercially reasonable efforts to cause the issuance of the Consideration Shares, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARESReplacement Options and Replacement Warrants to Company Shareholders and holders of Company Convertible Securities, PURSUANT TO THE PLAN OF ARRANGEMENTas applicable, pursuant to the Arrangement to be exempt from, or otherwise be in compliance with, all applicable U.S. state securities laws.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Shares and the Newco Common Shares securities to be issued on completion of pursuant to the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act provided by of 1933, as amended (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree Spinco agrees that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the CLM Shareholders subject to the Arrangement; (d) the Final Order Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the CLM Shareholders pursuant to the Arrangement; (e) the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the ShareholdersCLM Shareholders pursuant to the Arrangement; (ef) PT CLM will ensure that each Shareholder person entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Shares on completion of securities pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PT;; and (g) the Interim Order will specify that each Shareholder person entitled to receive securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they enter an appearance within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, assuming the Final Order is granted by the Court, all New Common Shares, Class 1 Reorganization Shares and the Newco Common Consideration Shares issued on completion of under the Arrangement to Shareholders the holders of Company Shares, as the case may be, will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a1) the Arrangement will be subject to the approval of the Court; (b2) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c3) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Company Shareholders and the holders of Company Warrants, subject to the Arrangement; (d4) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT Company will ensure that each Shareholder Person entitled to receive New Common Shares, Class 1 Reorganization Consideration Shares and Newco Common Shares or Replacement Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f5) each Person in the Shareholders United States entitled to receive Consideration Shares or Replacement Warrants will be advised that the New Common Shares, Class 1 Reorganization Consideration Shares and Newco Common Shares Replacement Warrants issued in pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act Exemption, and may be subject to restrictions on resale under the applicable Securities Legislation securities laws of the United States, including, as applicable, including Rule 144 under the U.S. Securities Act with respect to affiliates of PTthe Company and the Purchaser; (g6) the Interim Order approving the Company Meeting will specify that each Shareholder Person entitled to receive Consideration Shares or Replacement Warrants will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they deliver an appearance within a reasonable time; (7) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (h) 8) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair and reasonable to the Company Shareholders. In addition, the Company shall request that the Final Order shall include a statement to substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTIONThis Order will serve as a basis of a claim to an exemption, PURSUANT TO SECTION 3(A)(10pursuant to Section 3(a)(10) OF THE UNITED STATES SECURITIES ACT OF of the United States Securities Act of 1933, AS AMENDEDas amended, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACTfrom the registration requirements otherwise imposed by that act, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARESregarding the distribution of securities of Verano Holdings Corp., CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENTpursuant to the Plan of Arrangement.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all New Common Shares, Class 1 Reorganization Shares and the Newco Torino Common Shares issued on completion of the Arrangement to Shareholders will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Shareholders subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT Cannabix will ensure that each Shareholder entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Torino Common Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Shareholders will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Torino Common Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and may be subject to restrictions on resale under the applicable Securities Legislation of the United States, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates of PTCannabix; (g) the Interim Order will specify that each Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition within a reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION, PURSUANT TO SECTION 3(A)(10) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACT, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARES, CLASS 1 REORGANIZATION SHARES AND NEWCO TORINO COMMON SHARES, PURSUANT TO THE PLAN OF ARRANGEMENT.”

United States Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, assuming the Final Order is granted by the Court, all New Common Shares, Class 1 Reorganization Shares and the Newco Common Purchaser Shares issued on completion of under the Arrangement to Shareholders the Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by the Section 3(a)(10) Exemption. In order to ensure the availability of the exemption under the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Shareholders Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options, subject to the Arrangement; (d) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Shareholders; (e) PT The Company will ensure that each Shareholder Person entitled to receive New Common Shares, Class 1 Reorganization Shares and Newco Common Purchaser Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that rightright and that there shall not be any improper impediments to the appearance at the hearing of any Company Shareholder, any holder of Company Convertible Securities or any holder of TJAC Options; (e) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (f) each Company Shareholder, each holder of Company Convertible Securities and each holder of TJAC Options entitled to receive Purchaser Shares pursuant to the Shareholders Arrangement will be advised that the New Common Shares, Class 1 Reorganization Shares and Newco Common such Purchaser Shares issued in pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption from Section 3(a)(10) Exemption, and in the registration requirements case of any Company Shareholder, any holder of Company Convertible Securities and any holder of TJAC Options in the United States that is an "affiliate" (within the meaning of applicable rules under the U.S. Securities Act provided by Section 3(a)(10Act) of the U.S. Securities Act and may Purchaser, or was such an "affiliate" within 90 days of the Effective Time, will be subject to restrictions on resale under the applicable Securities Legislation securities laws of the United States, including, as applicable, including Rule 144 under the U.S. Securities Act with respect to affiliates of PTAct; (g) the Interim Order approving the Company Meeting will specify that each Shareholder Company Shareholder, each holder of Company Convertible Securities and each holder of TJAC Options will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Shareholder files a Response to Petition they deliver an appearance within a reasonable time; and (h) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being procedurally and substantively fair to the Company Shareholders, each holder of Company Convertible Securities and each holder of TJAC Options. The Company shall request that the Final Order shall include a statement to substantially to the following effect: “THIS ORDER WILL SERVE AS A BASIS OF A CLAIM TO AN EXEMPTION"This Order will serve as a basis of a claim to an exemption, PURSUANT TO SECTION 3(A)(10pursuant to Section 3(a)(10) OF THE UNITED STATES SECURITIES ACT OF of the United States Securities Act of 1933, AS AMENDEDas amended, FROM THE REGISTRATION REQUIREMENTS OTHERWISE IMPOSED BY THAT ACTfrom the registration requirements otherwise imposed by that act, REGARDING THE EXCHANGE OF COMMON SHARES FOR NEW COMMON SHARESregarding the issuance and distribution of securities of IM Cannabis Corp., CLASS 1 REORGANIZATION SHARES AND NEWCO COMMON SHARESpursuant to the Plan of Arrangement."; and (i) the Parties further agree that each of them shall use commercially reasonable efforts to cause the issuance of the Purchaser Shares to Company Shareholders, PURSUANT TO THE PLAN OF ARRANGEMENTholders of Company Convertible Securities and holders of TJAC Options pursuant to the Arrangement to be exempt from, or otherwise be in compliance with, all applicable U.S. state securities laws.”