Common use of Withholding Rights Clause in Contracts

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. Tilray(i) Notwithstanding anything herein to the contrary, Aphria or each of Parent, Merger Sub, the DepositarySurviving Company and the Payment Agent, as applicable, shall be entitled to deduct or withhold, and withhold from any amounts consideration payable pursuant to, or otherwise deliverable in accordance with, this Agreement to any person pursuant such amounts as Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, are required to deduct and withhold with respect to the Arrangement making of such payment under the Code or this Agreement any other provision of applicable federal, state, local or foreign Tax law (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect as determined by the amount realized by any Seller pursuant to such payment or delivery under Section 1446(f) of the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsCode). To the extent that such amounts are so deducted and withheld by Parent, Merger Sub, the Surviving Company or withheldthe Payment Agent, as the case may be, such deducted and withheld amounts shall be (i) remitted by Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, to the applicable Governmental Entity, (ii) treated for all purposes under of this Agreement as having been paid to the person to whom in respect of which such amounts would otherwise have been paiddeduction and withholding was made by Parent, provided that such deducted or withheld amounts are actually remitted to Merger Sub, the appropriate tax authority. Each of Tilray, Aphria Surviving Company or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the DepositaryPayment Agent, as the case may bebe and (iii) deducted and withheld, at the option of Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, solely from amounts payable to enable it to comply with the applicable recipient in cash, notwithstanding that the amount of such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale is determined by reference to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be aggregate cash and property paid to such personthe recipient, the liabilities of any Person or otherwise.

Withholding Rights. TilrayThe Company, Aphria the Purchaser or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Company, Aphria the Purchaser or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilraythe Company, Aphria the Purchaser or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilraythe Company, Aphria the Purchaser or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilraythe Company, Aphria the Purchaser or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayNewmont, Aphria or Goldcorp, any of their affiliates and the Depositary, as applicable, shall be entitled to deduct and withhold, or withholddirect any other Person to deduct and withhold on their behalf, from any amounts payable otherwise payable, issuable or otherwise deliverable to any person pursuant to the Goldcorp Securityholders and/or any other Person under this Plan of Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria are required or the Depositary, as applicable, determines, acting reasonably, are reasonably believed to be required to be deducted or and withheld with respect to from such payment or delivery amounts under any provision of the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other applicable LawsLaw. To the extent that any such amounts are so deducted or and withheld, such amounts shall be treated for all purposes under this Agreement Plan of Arrangement as having been paid to the person Person in respect of which such deduction and withholding was made. To the extent that the amount so required to whom such amounts would otherwise have been paid, provided that such be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under this Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, Newmont, Goldcorp, any of their affiliates and the Depositary are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose ofdispose, on behalf or direct any other Person to sell or otherwise dispose, of such person, such portion of any share the non-cash consideration or other security non-cash amounts payable, issuable or otherwise deliverable hereunder to such person Person as is necessary to provide sufficient funds to TilrayNewmont, Aphria or Goldcorp, any of their affiliates and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayNewmont, Aphria or Goldcorp, any of their affiliates and the Depositary Depositary, as applicable, shall notify the relevant Person of such person thereof sale or other disposition and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personbroker and (z) other reasonable costs and expenses).

Withholding Rights. TilrayThe Company, Aphria or the DepositaryPurchaser, as applicable, the Depositary and any other Person shall be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable to any person pursuant to a Company Shareholder, including a Dissenting Holder, a Company Optionholder or a Company Warrantholder (each an “Affected Securityholder”), under this Plan of Arrangement or the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Company, Aphria the Purchaser, the Depositary or the Depositary, as applicable, determines, acting reasonably, are such other Person is permitted or required to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Act or any provision of any other applicable LawsLaws in respect of Taxes. To the extent that Any such amounts are so deducted or withheldwill be deducted, such amounts withheld and remitted from the consideration payable pursuant to this Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the DepositaryAffected Securityholder, as applicable, is hereby in respect of which such deduction, withholding and remittance was made. Each of the Purchaser, the Company, the Depositary and any other Person that makes a payment or delivery to any Affected Securityholder hereunder shall be authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security the Purchaser Shares otherwise deliverable to such person Affected Securityholder (if any) as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction its deducting or withholding requirement requirements and Tilray, Aphria or the Depositary such party shall notify such person thereof the applicable Affected Securityholder and remit the applicable portion any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personAffected Securityholder.

Withholding Rights. TilrayAuRico, Aphria or Northgate and the Depositary, as applicable, Depositary shall be entitled to deduct and withhold from all dividends (including deemed dividends) or withhold, from any amounts other distributions or other payments otherwise payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) Northgate Shareholder such amounts as TilrayAuRico, Aphria Northgate or the Depositary, as applicable, determines, acting reasonably, are Depositary is required or permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Lawsfederal, provincial, state, local or foreign tax law or treaty, in each case, as amended, and shall cooperate reasonably to minimize such deduction or withholding within such applicable law. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Northgate Shareholder in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each of TilrayAuRico, Aphria Northgate or the Depositary, as applicable, is hereby authorized to may sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable the consideration otherwise payable to such person holder in the form of AuRico Shares as is necessary to provide sufficient funds to Tilrayenable AuRico, Aphria Northgate or the Depositary, as the case may beapplicable, to enable it to comply with such deduction or and/or withholding requirement requirements and TilrayAuRico, Aphria or Northgate and the Depositary Depositary, as applicable, shall notify such person the holder thereof and remit the applicable portion any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilrayXxXxxx Mining, Aphria or Lexam VG Gold and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, withhold from any amounts consideration payable or otherwise deliverable to any person pursuant Person hereunder, and from all dividends or other distributions otherwise payable to the Arrangement or this Agreement (includingany Former Lexam VG Gold Shareholder, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as TilrayXxXxxx Mining, Aphria Lexam VG Gold or the DepositaryDepositary is required to deduct or withhold with respect to such payment under the Tax Act, as applicablethe United States Internal Revenue Code of 1986 or any provision of any applicable federal, determinesprovincial, acting reasonablystate, are local or foreign Tax Laws. To the extent the amount required to be deducted or withheld with respect from any consideration payable or otherwise deliverable to such payment or delivery under any Person hereunder exceeds the Tax Actamount of cash consideration, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheldif any, such amounts shall be treated for all purposes under this Agreement as having been paid otherwise payable to the person to whom such amounts would otherwise have been paidPerson, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each any of TilrayXxXxxx Mining, Aphria Lexam VG Gold or the Depositary, as applicable, Depositary is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable non-cash consideration payable to such person the Person as is necessary to provide sufficient funds to TilrayXxXxxx Mining, Aphria Lexam VG Gold or the Depositary, as the case may be, to enable it to comply with such all deduction or withholding requirement requirements applicable to it, and TilrayXxXxxx Mining, Aphria Lexam VG Gold or the Depositary Depositary, as applicable, shall notify such person thereof Person and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale sale. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are remitted to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personGovernmental Entity.

Withholding Rights. TilrayThe Applicable Acquirors, Aphria or BPY, BPO ETS, the Depositary, as applicable, Depositary and any other Person shall be entitled to deduct or withhold, and withhold from any amounts amount otherwise payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) Person hereunder such amounts as Tilraythe Applicable Acquirors, Aphria BPY, BPO ETS, the Depositary or the Depositarysuch other Person, as applicable, determines, acting reasonably, are required to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other applicable Lawsprovincial, state, local or foreign tax law. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds any cash component of Tilraythe consideration otherwise payable to the holder, Aphria or the Depositary, as applicable, is Applicable Acquirors and the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable the consideration otherwise payable to such person the holder as is necessary to provide sufficient funds to Tilray, Aphria the Applicable Acquirors or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria the Applicable Acquirors or the Depositary shall notify such person the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andauthority, if applicable, and shall remit to such holder any portion unapplied balance of the proceeds of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilrayMountain, Aphria or Xxxxxxx and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, and withhold from any amounts the consideration payable or otherwise deliverable to any person Person, including to Dissenting Shareholders pursuant to the Arrangement Article 4, and from all dividends, other distributions or this Agreement (includingother amount otherwise payable to any Former Xxxxxxx Securityholder, without limitation, any payments to Dissenting Aphria Shareholders) such Taxes or other amounts as TilrayMountain, Aphria Xxxxxxx or the DepositaryDepositary is required, as applicable, determines, acting reasonably, are required entitled or permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision other provisions of any other applicable Laws, in each case, as amended. To the extent that such Taxes or other amounts are so deducted or and withheld, such deducted and withheld Taxes or other amounts shall be treated for all purposes under of this Agreement Xxxxxxx Plan of Arrangement as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate tax taxing authority. Each of TilrayMountain, Aphria or Xxxxxxx and the Depositary, as applicable, is hereby Depository shall be authorized to sell or otherwise dispose of, on behalf of such persona Xxxxxxx Shareholder, such portion of any share or other security deliverable the Consideration Shares issuable to such person Xxxxxxx Shareholder (if any) as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction its deducting or withholding requirement requirements and Tilray, Aphria or the Depositary such party shall notify the applicable Xxxxxxx Shareholder of the details of such person thereof disposition, including the gross proceeds and any adjustments to the proceeds, and remit the applicable portion any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personXxxxxxx Shareholder.

Withholding Rights. TilrayThe Company, Aphria or the Purchaser and the Depositary, as applicable, shall will be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable to any person pursuant to the under this Plan of Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Nomad Shareholders) , holders of Nomad PSUs, Nomad RSUs or Nomad DSUs), such amounts as Tilraythe Company, Aphria the Purchaser or the Depositary, as applicable, determines, acting reasonably, are is required to deduct and withhold, or reasonably believe to be deducted or withheld required to deduct and withhold, with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsLaws in respect of Taxes. To For the extent that purposes hereof, all such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement Plan of Arrangement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to whom make payment to such amounts would otherwise have been paid, provided that such person hereunder. To the extent the amount required to be deducted or withheld amounts are actually remitted from any consideration payable or otherwise deliverable to any person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilrayenable the Company, Aphria which non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and sold at such person’s direction by the Purchaser or the Depositary, as the case may be, to enable it to comply with such all deduction or withholding requirement requirements applicable to it. The non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and Tilraysold at such person’s direction by the Company, Aphria the Purchaser or the Depositary Depositary. The Company, the Purchaser or the Depository shall notify such person thereof and remit the applicable portion to such person any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, Any Person shall be entitled to deduct or withhold, withhold from any amounts dividend or amount otherwise payable or otherwise deliverable to any person pursuant to other Person as contemplated under this Plan of Arrangement or the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria such Person is required or the Depositary, as applicable, determines, acting reasonably, are required permitted to be deducted deduct or withheld withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Lawsprovincial, state, local or foreign Tax Law, in each case as amended. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each of Tilray, Aphria or the Depositary, as applicable, The Person is hereby authorized to sell withhold and sell, or otherwise dispose of, on behalf require the other Person to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such personsale of, such portion of any share or other security deliverable otherwise issuable to such person the other Person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may bePerson, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary Person shall notify such person thereof the other Person and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andauthority. Notwithstanding the foregoing, if applicablethe Person shall not withhold securities where the other Person has made arrangements to satisfy any withholding taxes, any portion in advance, to the satisfaction of such net proceeds that is not required to be so remitted shall be paid to such personthe Person.

Withholding Rights. TilrayEach of Glyko, Aphria or BioMarin Nova Scotia and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, and withhold from any amounts the consideration payable or otherwise deliverable pursuant to this Arrangement to any person pursuant to the Arrangement holder or this Agreement former holder of Glyko Common Shares such amount as may be required by law (including, without limitation, any payments to Dissenting Aphria Shareholdersas advised by outside tax counsel for BioMarin) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery therefrom under the Tax Act, the U.S. Tax United States Code or under any provision of United States or Canadian federal, state, provincial, regional, local or foreign tax law, including the Income Tax Act (Canada), or under any other applicable Lawslegal requirement. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom holder of the shares in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authoritytaxing authority in accordance with applicable law and that such holder has been provided forthwith with a receipt evidencing such remittance. Each of TilrayBioMarin, Aphria or BioMarin Nova Scotia, Glyko and the Depositary, as applicable, is Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person consideration as is necessary to provide sufficient funds to TilrayBioMarin, Aphria BioMarin Nova Scotia, Glyko or the Depositary, as the case may be, net of expenses, in order to enable it to comply with such deduction or withholding requirement and TilrayBioMarin, Aphria BioMarin Nova Scotia, Glyko or the Depositary shall notify give an accounting to the holder with respect thereto and any balance of such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. Tilray(a) WSI, Aphria or CERI and the Depositary, as applicable, Trustee shall be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable under this Agreement to any person pursuant to the Arrangement holder of Exchangeable Shares or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) WSI Common Shares such amounts as TilrayWSI, Aphria CERI or the Depositary, as applicable, determines, acting reasonably, are Trustee is required to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Income Tax ActAct (Canada), the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other applicable Lawsprovincial, territorial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom holder of the shares in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of Tilraythe consideration otherwise payable to the holder, Aphria or WSI, CERI and the Depositary, as applicable, is Trustee are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person the consideration as is necessary to provide sufficient funds to TilrayWSI, Aphria CERI or the DepositaryTrustee, as applicable, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayWSI, Aphria CERI or the Depositary Trustee shall notify such person the holder thereof and remit the applicable portion to such holder any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. Tilray(a) Notwithstanding anything to the contrary contained herein, Aphria each of the Parties, the Depositary and any other Person that has any withholding obligation with respect to any amount paid or the Depositarydeemed paid or transaction hereunder (any such Person, as applicable, an “Other Withholding Agent”) shall be entitled to deduct and withhold or withholddirect a Party, the Depositary or any Other Withholding Agent to deduct and withhold on their behalf, from any amounts payable consideration paid, deemed paid or otherwise deliverable to any person pursuant to the Arrangement or Person under this Agreement or the Plan of Arrangement (includingan “Affected Person”), without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsTax Law (a “Withholding Obligation”). Such deducted or withheld amounts shall be timely remitted to the appropriate Governmental Entity as required by applicable Law. To the extent that such amounts are so deducted or withheldwithheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes under of this Agreement and the Plan of Arrangement as having been paid to the person Affected Person to whom such amounts would otherwise have been paid or deemed paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilraySKYE, Aphria EHT or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria EHT Shareholders) such amounts as TilraySKYE, Aphria EHT or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityTaxing Authority. Each of TilraySKYE, Aphria EHT or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to TilraySKYE, Aphria EHT or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilraySKYE, Aphria EHT or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority Taxing Authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayNotwithstanding anything else in this Agreement or any other document to the contrary, Aphria or each of Acquiror, the DepositarySurviving Entity, as applicablePaying Agent, Escrow Agent, the Company and its Subsidiaries and any other applicable payor (the “Withholding Agents”) shall be entitled to deduct or withhold, and withhold any required Taxes from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraybe made hereunder, Aphria or the Depositary, as applicable, determines, acting reasonably, which Taxes are required to be deducted or withheld with respect to the making of any such payment under applicable Law; provided, however, except with respect to payments in the nature of compensation to be made to employees or delivery under former employees, Acquiror shall notify the Tax Act, Holder Representative prior to any such withholding and each Withholding Agent shall use commercially reasonable efforts to minimize any such withholdings or deductions. The Company shall provide such assistance and information in its possession as may be reasonably requested by Acquiror to determine the U.S. Tax Code or any provision amount of any other applicable Lawssuch withholding. To the extent that such amounts are so deducted or withheldwithheld by any Withholding Agent, such withheld amounts shall be remitted by the Withholding Agent to the applicable Governmental Authority and, to the extent such amounts have been duly remitted, such amounts shall be treated for all purposes under of this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each applicable recipient in respect of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with which such deduction or and withholding requirement and Tilray, Aphria or was made by the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale Withholding Agent. Subject to the appropriate taxing authority and, if applicableSection 7.5(k)(i), any portion amounts payable in respect of such net proceeds Phantom Units that is not required are subject to be so remitted payroll Tax withholdings shall be paid through the payroll of A-1 Engineering Korea, Inc. Subject to such personSection 7.5(k)(i), any amounts payable in respect of the Bonus Agreement and any change in control payments to employees shall be paid through the payroll systems of the applicable Subsidiaries of the Company.

Withholding Rights. TilrayVAALCO, Aphria or AcquireCo, TransGlobe, any of their affiliates and the Depositary, as applicable, shall be entitled to deduct and withhold, or withholddirect any other Person to deduct and withhold on their behalf, from any amounts payable otherwise payable, issuable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitationTransGlobe Shareholder, any payments to Dissenting Aphria Shareholders) TransGlobe Equity Award Holder, and/or any other Person under this Plan of Arrangement such amounts as Tilray, Aphria are required or the Depositary, as applicable, determines, acting reasonably, are reasonably believed to be required to be deducted or and withheld with respect to from such payment or delivery amounts under any provision of the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other applicable LawsLaw. To the extent that any such amounts are so deducted or and withheld, such amounts shall be treated for all purposes under this Agreement Plan of Arrangement as having been paid to the person Person in respect of which such deduction and withholding was made. To the extent that the amount so required to whom such amounts would otherwise have been paid, provided that such be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under this Plan of Arrangement exceeds the amount of cash, if any, otherwise payable to such Person, VAALCO, TransGlobe, any of their affiliates and the Depositary are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose ofdispose, on behalf or direct any other Person to sell or otherwise dispose, of such person, such portion of any share the non-cash consideration or other security non-cash amounts payable, issuable or otherwise deliverable hereunder to such person Person as is necessary to provide sufficient funds to TilrayVAALCO, Aphria or TransGlobe, any of their affiliates and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilraynone of VAALCO, Aphria TransGlobe, any of their affiliates or the Depositary shall be liable to any Person for any deficiency in respect of any proceeds received, and VAALCO, TransGlobe, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such person thereof sale or other disposition and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personbroker and (z) other reasonable costs and expenses).

Withholding Rights. TilrayThe Purchaser, Aphria the Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under the Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1), such amounts as the Purchaser, the Company or the Depositary, acting reasonably, determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate taxing authority. Each of the Purchaser, the Company and the Depositary shall be permitted to sell or otherwise dispose of, on behalf of any Person, such portion of the Purchaser Shares or any other consideration deliverable under the Arrangement to such Person as is necessary to provide sufficient funds to enable the Purchaser, the Company or the Depositary to deduct, withhold or remit any amount for purposes of this Section 4.3 and the Purchaser, the Company or the Depositary, as the case may be, shall notify the applicable Person of the details of such disposition, including the gross and net proceeds and any adjustments thereto, and shall remit any unapplied balance of the net proceeds of such sale or other disposition to the Person. Notwithstanding the foregoing, neither the Purchaser, the Company. TJAC nor the Depositary, as applicable, shall be entitled to deduct or withhold, withhold from any amounts consideration payable or otherwise deliverable to any person pursuant to the Arrangement Company PSU Holder, Company RSU Holder, Company Optionholder or this Agreement TJAC Optionholder (including, including without limitation, any payments amounts payable pursuant to Dissenting Aphria ShareholdersSection 3.1) such any amounts as Tilray, Aphria required or the Depositary, as applicable, determines, acting reasonably, are required permitted to be deducted or and withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To Law other than as expressly set forth in the extent that such amounts are so deducted or withheldPlan of Arrangement (including, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paidgreater certainty, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of TilraySections 2.3(b), Aphria or the Depositary2.3(c), as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person2.3(f) hereof).

Withholding Rights. Tilray, Aphria Any Person making a payment pursuant to or the Depositary, as applicable, in accordance with this Plan of Arrangement (a “Payor”) shall be entitled to deduct or withhold, withhold from any amounts amount otherwise payable or otherwise deliverable to any person pursuant to the other Person (a “Recipient”) as contemplated under this Plan of Arrangement or this Agreement (including, without limitation, any payments amounts payable pursuant to Dissenting Aphria ShareholdersSection 3.1) or the Arrangement Agreement such amounts as Tilray, Aphria or the Depositary, as applicable, Payor determines, acting reasonably, are required is required, or reasonably believes is required, or is permitted to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Act or any provision of any other applicable Lawsprovincial, state, local or foreign Law, in each case as amended. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Recipient in respect of which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Entity. Each of TilrayThe Parties, Aphria or New Argonaut and the Depositary, as applicable, is Depositary are hereby authorized to sell withhold and sell, or otherwise dispose of, on behalf require a Recipient to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such personsale of, such portion of any share or other security deliverable otherwise issuable to such person the Recipient as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, Payor to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary Payor shall notify such person thereof the Recipient and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andauthority. None of the Parties, if applicableNew Argonaut or the Depositary shall be liable for any loss arising out of any such sale. Notwithstanding the foregoing, the Parties, New Argonaut and the Depositary shall not withhold securities where the Recipient has made arrangements to timely satisfy any portion of such net proceeds that is not amounts required or permitted to be so remitted shall be paid deducted or withheld, in advance, to such personthe satisfaction of the Payor.

Withholding Rights. TilrayEngine Gaming, Aphria GameSquare or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments by GameSquare to Dissenting Aphria GameSquare Shareholders) such amounts as TilrayEngine Gaming, Aphria GameSquare or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityTaxing Authority. Each of TilrayEngine Gaming, Aphria GameSquare or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to TilrayEngine Gaming, Aphria GameSquare or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayEngine Gaming, Aphria GameSquare or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority Taxing Authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayThe Purchaser, Aphria the Company or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this the Arrangement Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilraythe Purchaser, Aphria the Company or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilraythe Purchaser, Aphria the Company or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayThe Purchaser, Aphria or the Company and the Depositary, as applicable, shall be entitled to deduct or withhold, and withhold from any amounts consideration payable or otherwise deliverable to any person pursuant to the Person under this Plan of Arrangement or this Agreement (including, without limitation, any payments amounts payable pursuant to Dissenting Aphria Shareholders) Section 3.1), such amounts as Tilraythe Purchaser, Aphria the Company or the Depositary, Depositary (as applicable, ) determines, acting reasonably, are required or permitted to be deducted or and withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsLaw. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paidwithholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Entity. The Purchaser will (i) promptly notify the Company if it becomes aware of any such deduction or withholding, and (ii) remit any withheld or deducted amounts to the appropriate Governmental Entity within the time required by applicable Law. Each of Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such personPerson, such portion of any share or other security deliverable to such person Person as is necessary to provide sufficient funds to Tilraythe Purchaser, Aphria the Company or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilraythe Purchaser, Aphria the Company or the Depositary shall notify such person Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing Governmental Entity authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personPerson.

Withholding Rights. TilrayThe Purchaser, Aphria or the DepositaryDepositary and the Company, as applicable, shall be entitled to deduct or withhold, and withhold from any amounts consideration payable or otherwise deliverable to any person pursuant to the Person under this Plan of Arrangement or this Agreement (including, without limitation, any payments amounts payable pursuant to Dissenting Aphria Shareholders) Section 3.1), such amounts as Tilraythe Purchaser, Aphria the Depositary or the Depositary, Company (as applicable, ) determines, acting reasonably, are required or permitted to be deducted or and withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other applicable LawsLaw. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paidwithholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Entity. The Purchaser will (i) promptly notify the Company if it becomes aware of any such deduction or withholding, and (ii) remit any withheld or deducted amounts to the appropriate Governmental Entity within the time required by applicable Law. Each of Tilraythe Purchaser, Aphria the Depositary or the DepositaryCompany, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such personPerson, such portion of any share or other security deliverable to such person Person as is necessary to provide sufficient funds to Tilraythe Purchaser, Aphria the Depositary or the DepositaryCompany, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilraythe Purchaser, Aphria the Depositary or the Depositary Company shall notify such person Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing Governmental Entity authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personPerson.

Withholding Rights. TilrayThe Company, Aphria or the DepositaryPurchaser, the Depositary and any other person, as applicable, shall will be entitled to deduct or withholdwithhold or direct any other person to deduct and withhold on their behalf, from any amounts payable consideration otherwise payable, issuable or otherwise deliverable to any person pursuant to Company Securityholder or any other securityholder of the Company under this Plan of Arrangement or this Agreement (including, without limitation, including any payments payment to Dissenting Aphria Company Shareholders, holders of Company RSUs and holders of Company Options) such amounts as Tilraythe Company, Aphria the Purchaser, the Depositary or the Depositaryany other person, as applicablethe case may be, determines, acting reasonably, are is required to be deducted deduct or withheld with respect to withhold from such payment or delivery under any provision of the Tax Act, and the U.S. Tax Code rules and regulations promulgated thereunder, or any provision of any other applicable Laws. To the extent that such amounts are federal, provincial, territorial, state, local or foreign tax law as is required to be so deducted or withheldwithheld by the Company, the Purchaser, the Depositary or any other person, as the case may be. For all purposes under this Plan of Arrangement, all such deducted or withheld amounts shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction or withholding was made on account of the obligation to whom make payment to such amounts would otherwise have been paidperson hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Authority by or on behalf of the Company, the Purchaser, the Depositary or any other person, as the case may be. Each of Tilraythe Company, Aphria the Purchaser, the Depositary or the Depositaryany other person that makes a payment under this Plan of Arrangement, as applicable, is hereby authorized to sell or otherwise dispose ofdispose, on behalf of such a person, such portion of any share Company Shares, Purchaser Shares or other security otherwise deliverable to such person under this Plan of Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to Tilraythe Company, Aphria the Purchaser, the Depositary or the Depositarysuch other person, as the case may be, to enable it to comply with such any deduction or withholding requirement permitted or required under this Section 5.04, and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andGovernmental Authority and any amount remaining following the sale, if applicable, any portion of such net proceeds that is not required to be so remitted deduction or withholding and remittance shall be paid to such personthe person entitled thereto as soon as reasonably practicable. None of the Company, the Purchaser, the Depositary or any other person will be liable for any loss arising out of any sale under this Section 5.04.

Withholding Rights. TilrayThe Company, Aphria Parent, Subco, one or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision more other subsidiaries of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria Parent or the Depositary, as the case may be, shall be entitled to enable it directly or indirectly deduct and withhold from any amount otherwise payable pursuant to comply with such deduction or withholding requirement and Tilray, Aphria this Agreement or the Depositary shall notify Plan of Arrangement to any Shareholder, Optionholder or Warrantholder such person thereof amounts as are entitled or required to be deducted and remit withheld with respect to the applicable portion of the net proceeds making of such sale payment under the Tax Act or any other provision of domestic or foreign (whether national, federal, provincial, state, local or otherwise) Applicable Law relating to taxes. To the extent that amounts are so deducted and withheld and paid to the appropriate taxing authority andGovernmental Entity directly or indirectly by the Company, if applicableParent, any portion Subco or one or more Subsidiaries of Parent or the Depositary, as the case may be, such net proceeds that is not required to be so remitted deducted and withheld amounts shall be treated for all purposes of this Agreement and the Plan of Arrangement as having been paid to the Shareholders, Optionholders or Warrantholders, as the case may be, in respect of which such persondeduction and withholding was made by the Company, Parent, Subco, one or more Subsidiaries of the Parent or the Depository, as the case may be, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity within the time required and in accordance with Tax Act or any other provision of domestic or foreign (whether national, federal, provincial, state, local or otherwise) Applicable Law relating to taxes. EXHIBIT B ARRANGEMENT RESOLUTION SPECIAL RESOLUTION OF THE SHAREHOLDERS OF STELCO INC.

Withholding Rights. TilrayNotwithstanding anything in this Agreement to the contrary, Aphria or each of FRSG, NewCo, the DepositaryCompany, as applicablethe Surviving Corporation, Merger Sub, and the Exchange Agent shall be entitled to deduct and withhold from the consideration (including shares, warrants, options or withholdother property) otherwise payable, from any amounts payable issuable or otherwise deliverable to any person transferable pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are it is required to be deducted or withheld deduct and withhold with respect to such payment payment, issuance or delivery transfer under the Tax ActCode, the applicable UK Law, or other provision of U.S. federal, state, local or non-U.S. Tax Code Law; provided that, except with respect to withholding or deducting on any provision amounts treated as employment income or compensation for services, if the applicable withholding agent determines that any payment, issuance or transfer to any owners of FRSG hereunder is subject to deduction and/or withholding, then such withholding agent shall (i) use reasonable best efforts to provide written notice to the applicable recipient at least five (5) days prior to any other such withholding and (ii) reasonably cooperate with the applicable Lawsrecipient to reduce or eliminate any such deduction or withholding to the extent permitted by applicable Law. Any amounts so withheld shall be timely remitted to the applicable Governmental Authority. To the extent that such amounts are so deducted or withheldwithheld and timely paid to the applicable Governmental Authority, such deducted or withheld amounts shall be treated for all purposes under of this Agreement as having been paid paid, issued or transferred to the person to whom in respect of which such amounts would otherwise have been paiddeduction and withholding was made (and, provided that such deducted or withheld amounts are actually remitted to for the appropriate tax authority. Each avoidance of Tilraydoubt, Aphria or the Depositaryno additional amount, as applicableshares, is hereby authorized to sell or otherwise dispose ofwarrants, on behalf of such person, such portion of any share options or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria property shall be paid or the Depositary, issued or transferred (as the case may be, ) to enable place the recipient in the position it to comply with would have been had no such deduction or withholding requirement and Tilraybeen required). To the extent any Party becomes aware of any obligation to deduct or withhold from amounts otherwise payable, Aphria issuable or the Depositary transferable pursuant to this Agreement, such Party shall notify such person thereof the other Parties as soon as reasonably practicable, and remit the applicable portion of the net proceeds Parties shall reasonably cooperate to obtain any certificates or other documentation required in respect of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personwithholding obligation.

Withholding Rights. TilrayContango, Aphria or the DepositaryPurchaser, as applicableHighGold and the Depositary (in this section, the “payor”), shall each be entitled to deduct or withhold, and withhold from any amounts Consideration, OOTM Consideration or other amount payable (whether in cash or in kind) or otherwise deliverable to any person pursuant to the Arrangement holder or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) former holder of HighGold Securities such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are payor may be required to be deducted or withheld with deduct and withhold therefrom under any applicable law in respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsTaxes. To the extent that such any amounts are so deducted or withhelddeducted, withheld and remitted to the appropriate Governmental Entity when required by law, such amounts shall be treated for all purposes under this Agreement the Arrangement as having been paid to the person to whom such amounts would otherwise have been paid, provided . To the extent that such an amount is required to be deducted or withheld amounts are actually remitted is from any payment to any holder or former holder of HighGold Securities otherwise payable to such holder, the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, payor is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share the Consideration, OOTM Consideration or other security deliverable amount otherwise payable to such person holder or former holder in the form of Contango Shares as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to Tilray, Aphria or the Depositary, as the case may be, payor to enable it to comply with such any deduction and/or withholding permitted or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion required under this Section 4.4. No payor will be liable for any loss arising out of the net proceeds of such any sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personunder this Section 4.4.

Withholding Rights. TilrayThe Purchaser, Aphria or the Company and the Depositary, as applicable, (a “Payor”) shall be entitled to deduct or withhold, withhold from any amounts the consideration payable or otherwise deliverable to any person Person (a “Recipient”) pursuant to the Arrangement this Plan of Arrangement, including Company Shareholders exercising Dissent Rights, and from all dividends, other distributions or this Agreement (includingother amounts otherwise payable to any former Company Shareholders or former holders of Company Options or Company RSUs, without limitation, any payments to Dissenting Aphria Shareholders) such Taxes or other amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are Payor is required to be deducted deduct or withheld withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Act or any provision of any other applicable LawsLaw. To the extent that such Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement Plan of Arrangement as having been paid to the person to whom Recipient in respect of which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityauthority or person in accordance with applicable Law. Each of Tilray, Aphria or the Depositary, as applicable, Payor and any person acting on their behalf is hereby authorized to sell or otherwise dispose of, on behalf of (or otherwise require such Recipient to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such person, sale of) such portion of any share or other security deliverable to such person Recipient as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may bePayor, to enable it to comply with such deduction or withholding requirement requirement, and Tilray, Aphria or the Depositary Payor shall use commercially reasonable efforts to notify such person thereof Recipient of such withholding and sale and shall remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required the balance to be so remitted shall be paid to such personthe Recipient.

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, (a) The Purchaser (“Payor”) shall be entitled to deduct or withhold, and withhold from any amounts payable or consideration otherwise deliverable to any person pursuant to the Arrangement or by Payor under this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld including with respect to in-kind payments and payments in shares) and from any other payments otherwise required pursuant to this Agreement, to Company Shareholder or Parent (each, a “Payee”), such payment amounts in cash or delivery shares as Payor is reasonably required to deduct and withhold, provided that such deduction or withholding requirement do not relate to Payor’s tax liability resulting from its disposition of the Hyperion Shares, with respect to any such deliveries and payments under the Tax ActCode, the U.S. Tax Code ITO or any provision of any other applicable Lawsstate, local, *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. provincial or foreign tax law, subject to its payment to the relevant tax authority. To the extent that such amounts are so deducted or withheld, such withheld amounts shall shall, subject to its timely payment to the relevant tax authority, be treated for all purposes under of this Agreement as having been delivered and paid to the person applicable Payee in respect of which such deduction and withholding was made. The Payor shall provide to whom such amounts would otherwise have been paid, provided Payee a certificate confirming that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personhas been made.

Withholding Rights. TilrayEach of the Company, Aphria or the DepositarySurviving Corporation, as applicableBuyer, Merger Sub, the Stockholders’ Representative, the Paying Agent and the Escrow Agent shall be entitled to deduct or withhold, and withhold from any amounts the consideration otherwise payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) or the Escrow Agreement such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to the making of such payment or delivery under the Tax Actin accordance with applicable Law; provided, the U.S. Tax Code or however, that, other than with respect to any provision Compensatory Payment (including any Closing Date Compensatory Payments), Buyer shall provide notice of any other applicable Lawsintention to so deduct and withhold, and a description of the legal basis therefor, in writing to the Stockholders Representative on or prior to the third Business Day prior to the date on which such consideration is to be paid. To the extent that any such amounts are so deducted or and withheld, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the person Person in respect of which such deduction and withholding was made. For the avoidance of doubt, to whom such amounts would otherwise have been paid, provided that such deducted or withheld the extent any amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall withheld from any distributions from the Adjustment Escrow Amount, Indemnity Escrow Amount or Appraisal Escrow Amount, such amounts required to be so withheld shall, at the sole option of Buyer, be distributed to Buyer (or an entity designated by Buyer) to enable Buyer (or any such designated entity) to comply with its withholding obligations (including without limitation, any obligations of the Company or Surviving Corporation) or paid by the Escrow Agent directly to such personthe appropriate Taxing Authority.

Withholding Rights. TilrayThe Company, Aphria or the DepositaryParent, as applicable, the Purchaser and the Depositary shall be entitled to deduct or withhold, withhold from any amounts consideration or amount otherwise payable or otherwise deliverable to any person pursuant to the Shareholder, any holder of RSUs or any holder of DSUs under this Plan of Arrangement or this Agreement (including, without limitation, any payments amounts payable pursuant to Dissenting Aphria Shareholders) Article 4), such amounts as Tilraythe Company, Aphria the Parent, the Purchaser or the Depositary, as applicablethe case may be, determines, acting reasonably, are may reasonably determine is required to be deducted or and withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsLaws in respect of Taxes. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Shareholder, holder of RSUs, or holder of DSUs, as applicable, in respect of which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Authority. Each of Tilraythe Company, Aphria or the DepositaryParent, as applicable, the Purchaser and the Depositary is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person Parent Shares payable as Consideration as is necessary to provide sufficient funds to Tilraythe Company, Aphria the Parent, the Purchaser or the Depositary, as the case may beapplicable, to enable it to comply with implement such deduction or withholding requirement withholding, and Tilraythe Company, Aphria the Parent, the Purchaser or the Depositary shall will notify such person the holder thereof and remit to the applicable portion holder any unapplied balance of the net proceeds of such sale. Any sale to will be made at prevailing market prices and none of the appropriate taxing authority andCompany, if applicablethe Parent, any portion of such net proceeds that is not required to be so remitted the Purchaser or the Depositary shall be paid under any obligation to such personobtain or indemnify any Shareholder in respect of a particular price for the Parent Shares so sold.

Withholding Rights. TilrayThe Purchaser, Aphria or the Company and the Depositary, as applicable, shall be entitled to deduct or and withhold, from any amounts payable or otherwise deliverable to any person pursuant under this Plan of Arrangement and from all dividends or other distributions otherwise payable to the Arrangement or this Agreement (includingany former Company Shareholders, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, determines, acting reasonably, are Depositary is required or permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. Without limiting the foregoing, any statutorily required withholding obligation with regard to any Company Shareholders, or any other applicable Lawsperson pursuant to this Plan of Arrangement may be satisfied by selling on such person's behalf a portion of the Consideration Shares to be delivered. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the such person to whom in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each of TilrayThe Purchaser, Aphria or the Depositary, as applicable, is Company and the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable otherwise issuable to such person as is necessary to provide sufficient funds to Tilraythe Purchaser, Aphria the Company or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayPurchaser, Aphria or the Company and the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andauthority. Notwithstanding the foregoing, if Purchaser, and the Company, as applicable, shall not withhold shares where such person to whom such shares would otherwise be delivered has made arrangements to satisfy any portion withholding taxes, in advance, to the satisfaction of such net proceeds that is not required to be so remitted shall be paid to such person.Purchaser, and the Company, as applicable

Withholding Rights. TilrayEach of the Buyer, Aphria or the Depositary, as applicable, Company and the Escrow Agent shall be entitled to deduct or withhold, and withhold from any amounts the consideration otherwise payable or otherwise deliverable pursuant to any person pursuant to the Arrangement or provision of this Agreement (including, without limitation, or any payments other document referred to Dissenting Aphria Shareholdersherein) to any Person such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are it reasonably determines that it is required to be deducted or withheld deduct and withhold with respect to the making of such payment or delivery under the Tax ActCode, the U.S. Tax Code or any provision of any other applicable LawsLaw. To the extent that such amounts are so deducted withheld by the Buyer, the Company or withheldthe Escrow Agent, such withheld amounts shall be treated for all purposes under of this Agreement (and each other document referred to herein) as having been paid to the person Persons in respect of which such deduction and withholding was made. Prior to whom Closing, the parties hereto agree to provide Buyer and the Company, and the Escrow Agent IRS Forms W-8 or W-9, or such other forms relating to United States federal or other applicable withholding obligations as may be applicable, as Buyer, the Company or the Escrow Agent may reasonably request. For the avoidance of doubt, to the extent any amounts are required to be so withheld from any distributions from the Escrow Fund, such amounts would otherwise have been paidrequired to be withheld may be distributed to Buyer (or an entity designated by Buyer) to enable Buyer (or any such designated entity) to comply with its withholding obligations (including any obligations of the Company). Buyer, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of TilrayCompany, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the DepositaryEscrow Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale pay over to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personGovernmental Entity amounts withheld under this Section 1.8.

Withholding Rights. TilrayNotwithstanding anything in this Agreement to the contrary, Aphria or each of SPAC, NewCo, the DepositarySurviving Corporation, as applicableMerger Sub, and the Exchange Agent shall be entitled to deduct and withhold from the consideration (including shares, warrants, options or withholdother property) otherwise payable, from any amounts payable issuable or otherwise deliverable to any person transferable pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are it is required to be deducted or withheld deduct and withhold with respect to such payment payment, issuance or delivery transfer under the Tax ActCode, the applicable Australian Law, or other provision of U.S. state, local or non-U.S. Tax Code Law; provided that, except with respect to withholding or deducting on any provision of amounts treated as compensation for services, if the applicable withholding agent determines that any other payment, issuance or transfer hereunder is subject to deduction and/or withholding, then such withholding agent shall (i) use reasonable best efforts to provide notice to the applicable Lawsrecipient as soon as reasonably practicable after such determination and (ii) reasonably cooperate with the applicable recipient to reduce or eliminate any such deduction or withholding to the extent permitted by applicable Law. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be timely remitted to the applicable Governmental Authority and (B) shall be treated for all purposes under of this Agreement as having been paid paid, issued or transferred to the person in respect of which such deduction and withholding was made. To the extent any Party becomes aware of any obligation to whom deduct or withhold from amounts otherwise payable, issuable or transferable pursuant to this Agreement, such amounts would otherwise have been paidParty shall notify the other Parties as soon as reasonably practicable, provided that such deducted and the Parties shall reasonably cooperate to obtain any certificates or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf other documentation required in respect of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personobligation.

Withholding Rights. TilrayThe Company, Aphria the Purchaser or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts ‎amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement ‎Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Company, Aphria the Purchaser or the Depositary, as applicable, determines, acting ‎acting reasonably, are required to be deducted or withheld with respect to such payment or delivery ‎delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To ‎To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all ‎all purposes under this Agreement as having been paid to the person to whom such amounts would ‎would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted ‎remitted to the appropriate tax authority. Each of Tilraythe Company, Aphria the Purchaser or the Depositary, as applicable, is ‎is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any ‎any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray‎to the Company, Aphria the Purchaser or the Depositary, as the case may be, to enable it to comply with such deduction ‎deduction or withholding requirement and Tilraythe Company, Aphria the Purchaser or the Depositary shall notify such person ‎person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate ‎appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required ‎required to be so remitted shall be paid to such person.person.‎

Withholding Rights. TilrayeCobalt, Aphria or Jervois, and any person acting as depositary (the “Depositary, as applicable, ”) in connection with the Arrangement shall be entitled to deduct or withhold, and withhold from any amounts dividend, price, fee, cost, expense or other amount payable or otherwise deliverable to any person pursuant holder of eCobalt Shares, Jervois Shares or to the Arrangement Jervois or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) eCobalt such amounts as TilrayeCobalt, Aphria Jervois, or the Depositary, as applicable, determines, acting reasonably, are Depositary is required to be deducted deduct or withheld withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code ITA or any provision of any other applicable LawsLaw. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom in respect of which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authoritytaxing Agency. Each To the extent that the amount so required to be deducted or withheld from any payment to a holder of Tilraysecurities exceeds the cash portion of the consideration otherwise payable to the holder, Aphria or eCobalt, Jervois, and the Depositary, as applicable, is Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such other portion of any share or other security deliverable to such person the consideration as is necessary to provide sufficient funds to Tilray38970304_4|NATDOCS eCobalt, Aphria or Jervois, and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayeCobalt, Aphria or Jervois, and the Depositary shall notify such person the holder thereof and remit the applicable portion to such holder any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilrayEach of Prospect, Aphria or the Depositary, as applicable, Surviving Corporation and the Exchange Agent shall be entitled to deduct or withhold, and withhold from any amounts payable or the number of shares of Prospect Common Stock otherwise deliverable to any person pursuant to the Arrangement or under this Agreement (including, without limitation, or any payments to made in respect of any Dissenting Aphria Shareholders) Shares), such amounts as TilrayProspect, Aphria or the Depositary, as applicable, determines, acting reasonably, Surviving Corporation and the Exchange Agent may reasonably determine are required to be deducted or and withheld with respect to such delivery and payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Lawsstate, local, provincial or foreign tax law. To the extent that such any amounts are so deducted withheld all appropriate evidence of such deduction and withholding, including any receipts or withheldforms required in order for the Person with respect to whom such deduction and withholding occurred to establish the deduction and withholding and payment to the appropriate authority as being for its account with the appropriate authorities, shall be delivered to the Person with respect to whom such deduction and withholding has occurred, and such withheld amounts shall be treated for all purposes under this Agreement as having been delivered and paid to the person Person otherwise entitled to whom the consideration in respect of which such deduction and withholding was made. Notwithstanding the foregoing, Prospect or the Exchange Agent, at its option, may require any such amounts would otherwise have been paid, provided that such required to be deducted and withheld from any Prospect Common Stock or withheld amounts are actually remitted payments made in respect of any Dissenting Shares deliverable hereunder to the appropriate tax authority. Each of Tilray, Aphria be reimbursed in cash to Prospect or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the DepositaryExchange Agent, as the case may be, prior to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds issuance of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personProspect Common Stock hereunder.

Withholding Rights. TilrayThe Purchaser, Aphria the Company or the Depositary, as applicable, Depositary shall be entitled to deduct and withhold, or withholddirect the Purchaser, the Company or the Depositary to deduct and withhold on their behalf, from any amounts amount payable or otherwise deliverable to any person pursuant to the Person under this Plan of Arrangement or this Agreement (includingan “Affected Person”), without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, Depositary determines, acting reasonably, are required to be deducted or and withheld with respect to such payment or delivery under the Tax Act, the United States Internal Revenue Code of 1986, as amended (including, without limitation, the U.S. Tax Code Treasury Regulations promulgated thereunder) or any provision of any other applicable LawsLaw. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Affected Person in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required to be deducted or withheld from any amounts payable or otherwise deliverable to a Person under the Plan of TilrayArrangement exceeds any amount of cash otherwise payable to such Person, Aphria the Purchaser or the DepositaryCompany, as applicable, is any of their affiliates and the Depositary are hereby authorized to sell or otherwise dispose ofdispose, on behalf of such person, such portion of any share the non-cash consideration or other security non-cash amounts payable, issuable or otherwise deliverable pursuant to the Plan of Arrangement to such person Person as is necessary to provide sufficient funds to Tilraythe Purchaser or the Company, Aphria or any of their affiliates and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria the Purchaser or the Depositary Company, any of their affiliates and the Depositary, as applicable, shall notify the relevant Person of such person thereof sale or other disposition and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the appropriate taxing authority andbroker, if applicableand (z) other reasonable costs and expenses). None of the Purchaser or the Company, any portion of such net proceeds that is not required to be so remitted their affiliates or the Depository shall be paid liable to any Person for any deficiency in respect of any proceeds received from any such personsale or disposition.

Withholding Rights. TilrayWabi, Aphria or Buena Vista and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, withhold from any amounts consideration payable or otherwise deliverable to any person pursuant Person hereunder, and from all dividends or other distributions otherwise payable to the Arrangement or this Agreement (includingany Former Buena Vista Shareholder, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as TilrayWabi, Aphria Buena Vista or the DepositaryDepositary is required to deduct or withhold with respect to such payment under the Tax Act, as applicablethe United States Internal Revenue Code of 1986 or any provision of any applicable federal, determinesprovincial, acting reasonablystate, are local or foreign tax laws. To the extent the amount required to be deducted or withheld with respect from any consideration payable or otherwise deliverable to such payment or delivery under any Person hereunder exceeds the Tax Actamount of cash consideration, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheldif any, such amounts shall be treated for all purposes under this Agreement as having been paid otherwise payable to the person to whom such amounts would otherwise have been paidPerson, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each any of TilrayWabi, Aphria Buena Vista or the Depositary, as applicable, Depositary is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable of the consideration otherwise payable to such person the Person as is necessary to provide sufficient funds to TilrayWabi, Aphria Buena Vista or the Depositary, as the case may be, to enable it to comply with such all deduction or withholding requirement requirements applicable to it, and TilrayWabi, Aphria Buena Vista or the Depositary Depositary, as applicable, shall notify such person thereof Person and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale sale. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are remitted to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personGovernmental Authority.

Withholding Rights. TilrayNotwithstanding anything in this Agreement to the contrary, Aphria or Parent, Merger Subs and the Depositary, as applicable, shall Company will be entitled to (i) withhold and deduct or withhold, from any amounts the consideration otherwise payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as TilrayParent, Aphria a Merger Sub or the DepositaryCompany, as applicablethe case may be, determines, acting reasonably, are is required to be deducted or withheld deduct and withhold with respect to the making of such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of state, local or foreign Tax Law, and (ii) request and be provided any necessary Tax forms, including IRS Form W-9 or IRS Form W-8, as applicable, or any similar information; provided, however, that, other than in respect of “wages” or other payments treated as compensation for services or any withholding resulting from the failure of a payee to deliver an IRS FormW-9 certifying that such payee is not subject to U.S. federal backup withholding, if Parent, a Merger Sub, or the Company intends to withhold any Taxes from the consideration otherwise payable pursuant to this Agreement, it shall use commercially reasonable efforts to provide advance notice of such withholding to the applicable Lawspayee as soon as reasonably practicable after it determines withholding is required. Parent shall take all action that may be necessary to ensure that any such amounts are timely withheld and promptly and properly remitted to the appropriate Governmental Entity. To the extent that such amounts are so deducted or withheldwithheld and paid over to the appropriate Governmental Entity, such amounts shall be treated for all purposes under of this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each Stockholder in respect of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with which such deduction or and withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personwere made.

Withholding Rights. TilrayThe Company, Aphria New Hut or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts ‎amounts payable or otherwise deliverable to any person Person pursuant to the Arrangement or this Agreement the Business Combination ‎Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Company, Aphria New Hut or the Depositary, as applicable, determines, acting ‎acting reasonably, are required to be deducted or withheld with respect to such payment or delivery ‎delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To ‎To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all ‎all purposes under this Agreement as having been paid to the person Person to whom such amounts would ‎would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted ‎remitted to the appropriate tax authority. Each of Tilraythe Company, Aphria or New Hut and the Depositary, as applicable, is ‎is hereby authorized to sell or otherwise dispose of, on behalf of such personPerson, such portion of any ‎any share or other security deliverable to such person Person as is necessary to provide sufficient funds to Tilray‎to the Company, Aphria New Hut or the Depositary, as the case may be, to enable it to comply with such deduction ‎deduction or withholding requirement and Tilraythe Company, Aphria New Hut or the Depositary shall notify such person ‎Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate ‎appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required ‎required to be so remitted shall be paid to such person.Person.‎

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, shall (a) The Partnership will be entitled to deduct or withhold, and withhold from any amounts otherwise payable or otherwise deliverable to any person pursuant to the Arrangement or Partners under this Agreement (includingon a Distribution, without limitation, redemption of Interest or otherwise) any payments amounts the Partnership is required or permitted to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax ActITA, the U.S. Tax Code or any provision of any other applicable Lawsprovincial, state, local or foreign tax Law, in each case as amended or superseded. To the extent that such amounts are so deducted or withheld, such the withheld amounts shall will be treated for all purposes under this Agreement as having been paid to the person to whom holder of the securities in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or the withheld amounts (or equivalent amounts, if applicable) are [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Partner exceeds the cash portion of Tilraythe consideration or amount otherwise payable to the Partner, Aphria or the Depositary, as applicable, Partnership is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person the consideration as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, Partnership to enable it to comply with such the deduction or withholding requirement (or make such permitted deduction) and Tilray, Aphria or the Depositary shall Partnership will notify such person thereof the Partner and remit to the applicable portion Partner any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, The Public Corporation shall be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable under this Agreement to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) holder of Exchangeable Securities such amounts as Tilray, Aphria the Public Corporation is required or the Depositary, as applicable, determines, acting reasonably, are required permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Act or any provision of any other applicable Lawsprovincial, state, local or foreign tax law, in each case as amended or superseded, or would be permitted to withhold if an equal amount were remitted to the appropriate taxing authority. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom holder of the securities in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts (or equivalent amounts, if applicable) are actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required or permitted or which would be permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of Tilraythe consideration otherwise payable to the holder, Aphria or the Depositary, as applicable, Public Corporation is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person the consideration as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, Public Corporation to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary Public Corporation shall notify such person the holder thereof and remit the applicable portion to such holder any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. Tilray, Aphria or the Depositary, as applicable, (a) REMEC and Buyer shall be entitled to deduct or withhold, and withhold from any amounts the consideration otherwise payable or otherwise deliverable to any person pursuant to holder of Dividend Access Shares, including any dividend payments in respect of the Arrangement Dividend Access Shares, such amount as REMEC or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are Buyer is required to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax ActCode, the U.S. Tax Code Act or any provision of any other applicable Lawsstate, federal, provincial, local or foreign tax law. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom holder of Dividend Access Shares in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of Tilraythe consideration otherwise payable to the holder REMEC and Buyer, Aphria or the Depositaryupon at least ten days prior written notice to such holder, as applicable, is are hereby authorized to sell or otherwise dispose of, on behalf of such person, at fair market value such portion of any share or other security deliverable such non-cash consideration otherwise payable to such person the holder as is necessary to provide sufficient funds to Tilray, Aphria REMEC or the DepositaryBuyer, as the case may be, in order to enable it to comply with such deduction or withholding requirement and TilrayREMEC or Buyer, Aphria or as the Depositary case may be, shall notify such person give an accounting to the holder with respect thereof and remit the applicable portion any balance of the net such proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilrayAris, Aphria or GCM and the Depositary, as applicable, shall be entitled to deduct or withhold, and withhold from any amounts consideration payable or otherwise deliverable to any person pursuant hereunder and from all dividends or other distributions otherwise payable to the any Former Aris Shareholders under this Plan of Arrangement or this Agreement (including, without limitation, including any payments payment to Aris Dissenting Aphria Shareholders) such amounts as TilrayAris, Aphria GCM or the DepositaryDepositary may be required or permitted to deduct and withhold therefrom under any provision of applicable Laws in respect of Tax, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery including under the Tax Act, the U.S. Tax Code Code, and the rules and regulations promulgated thereunder, or any provision of any other applicable Lawsprovincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Aris, GCM or the Depositary, as the case may be. To For the purposes hereof, to the extent that such amounts are so deducted or and withheld, all such deducted or withheld amounts shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person to whom such amounts would otherwise have been paidpaid hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria Governmental Entity by or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such personAris, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria GCM or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any GCM Shares to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify which any such person thereof and remit the applicable portion may otherwise be entitled under this Plan of the net proceeds Arrangement on behalf of such sale person to satisfy such person’s tax liability, and any amount remaining following the appropriate taxing authority andsale, if applicable, any portion of such net proceeds that is not required to be so remitted deduction and remittance shall be paid to such personthe person entitled thereto as soon as reasonably practicable.

Withholding Rights. TilrayThe Purchaser, Aphria or the Company and the Depositary, as applicable, shall be entitled to deduct or withhold, from withhold ‎‎from any amounts consideration payable or otherwise deliverable to any person Person, including Company ‎Shareholders ‎exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other ‎distributions or this Agreement (including‎other amounts otherwise payable to any former Company Shareholders, without limitation, any payments to Dissenting Aphria Shareholders) such Taxes or ‎other amounts as Tilray‎the Purchaser, Aphria the Company or the DepositaryDepositary are required, as applicable, determines, acting reasonably, are required entitled or permitted to be deducted ‎deduct or withheld with withhold ‎with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision other provisions of any other applicable Laws‎Laws. To the extent that such ‎Taxes or other amounts are so deducted or withheld, such deducted or ‎withheld Taxes or other amounts shall ‎shall be treated for all purposes under this Agreement as having been paid ‎paid to the person to whom Person in respect of ‎which such amounts would otherwise have been paiddeduction or withholding was made, provided that such deducted ‎deducted or withheld amounts Taxes or other ‎amounts are actually remitted to the appropriate tax taxing authority. Each ‎Each of Tilraythe Purchaser, Aphria or the Company ‎and the Depositary, as applicable, is ‎is hereby authorized to sell or otherwise ‎‎otherwise dispose of, on behalf of such person‎Person, such portion of any ‎any share or other security deliverable to such person ‎to ‎such Person as is necessary to provide sufficient ‎sufficient funds to Tilray‎to the Purchaser, Aphria the Company or the Depositary‎Depositary, as ‎as the case may be, to enable it to comply ‎comply with such deduction ‎deduction or withholding requirement and Tilray‎and the ‎Purchaser, Aphria the Company or the Depositary ‎Depositary shall notify such person ‎Person thereof and remit the applicable portion ‎applicable ‎portion of the net proceeds of such sale ‎sale to the appropriate ‎appropriate taxing authority and, if applicable, any ‎any portion of ‎of such net proceeds that is not required ‎‎required to be so remitted shall be paid to such person.Person‎.

Withholding Rights. TilrayPurchaser, Aphria the Company or the DepositaryEscrow Agent, as applicablethe case may be, shall be entitled to deduct or withhold, and withhold from any amounts the consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such Person amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or and withheld with respect to the making of such payment or delivery under the Code, or any applicable provision of state, local or foreign Tax ActLaw; provided, however, that (a) before making any such deduction or withholding with respect to any Seller, Purchaser, the U.S. Company or the Escrow Agent, as applicable, shall give the Sellers notice of the intention to make such deduction or withholding (such notice, which shall include the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a commercially reasonable period of time before such deduction or withholding is required, in order for the Sellers to obtain reduction of or relief from such deduction or withholding), (b) Purchaser, the Company or the Escrow Agent, as applicable, shall cooperate with the Sellers to the extent reasonable in efforts to obtain reduction of or relief from such deduction or withholding, and (c) Purchaser, the Company or the Escrow Agent, as applicable, shall timely remit to the appropriate Governmental Authority any and all amounts so deducted or withheld and timely file all Tax Code Returns and provide to the Sellers such information statements and other documents required to be filed or any provision of any other provided under applicable LawsTax Law. To the extent that such amounts are so deducted withheld or withheldpaid over to or deposited with the relevant Governmental Authority by Purchaser, the Company or the Escrow Agent, such amounts shall be treated for all purposes under of this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each Person in respect of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with which such deduction or and withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personwas made.

Withholding Rights. TilrayAcquiror, Aphria or NuLoch, CallCo, ExchangeCo and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable to any person pursuant to the Arrangement NuLoch Securityholder or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) holder of Exchangeable Shares such amounts as TilrayAcquiror, Aphria NuLoch, CallCo, ExchangeCo or the Depositary, as applicable, Depositary determines, acting reasonably, are required pursuant to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Code, or any provision of federal, provincial, territorial, state, local or foreign tax law, in each case, as amended. For greater certainty, any other consideration otherwise payable to a NuLoch Optionholder pursuant to Section 3.1(c) hereof shall have deducted therefrom, in a manner acceptable to Acquiror, acting reasonably, any amount required to satisfy applicable Lawswithholding requirements pursuant to the Tax Act or the Code. In connection with any amount required to be withheld pursuant to this Plan of Arrangement, Acquiror or ExchangeCo may direct the Depositary to withhold such number of NuLoch Shares and/or Acquiror Shares that may otherwise be paid to such NuLoch Securityholder under this Plan of Arrangement and to sell such shares on the TSXV or NYSE, respectively, or otherwise for cash proceeds to be used for such withholdings. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom NuLoch Securityholder in respect of which such amounts would otherwise have been paiddeduction and withholding was made; provided that, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayThe Parent, Aphria or the Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct or withhold, and withhold from any amounts amount otherwise payable or otherwise deliverable to any person pursuant to Person under this Plan of Arrangement or the Arrangement or this Agreement (includingAgreement, without limitationincluding to any Person exercising Dissent Rights, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Parent, Aphria the Purchaser, the Company or the Depositary, as applicable, determines, acting reasonably, are required to deduct and withhold, or reasonably believe to be deducted required to deduct and withhold, from such amount otherwise payable or withheld with respect to such payment or delivery deliverable under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsLaws in respect of Taxes. To the extent that Any such amounts are so deducted will be deducted, withheld and remitted from the amount otherwise payable or withheld, such amounts deliverable pursuant to this Plan of Arrangement or the Arrangement Agreement and shall be treated for all purposes under this Plan of Arrangement or the Arrangement Agreement as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paiddeduction, withholding and remittance was made; provided that such deducted or and withheld amounts are actually remitted to the appropriate tax authorityGovernmental Entity. Each To satisfy the amount required to be deducted or withheld from any payment to any former holder of TilrayCompany Shares or Company Incentive Securities, Aphria the Parent, the Purchaser, the Company or the Depositary, as applicable, is hereby authorized to may sell or otherwise dispose of, on behalf of such person, such any portion of any share or other security deliverable the Consideration payable to such person holder as is necessary to provide sufficient funds to Tilrayenable the Parent, Aphria the Purchaser, the Company or the Depositary, as the case may beapplicable, to enable it to comply with such deduction or and/or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personrequirements.

Withholding Rights. TilrayThe Parties, Aphria or the Depositary, as applicable, Depositary and any Person on their behalf shall be entitled to deduct or withhold, and withhold from any amounts consideration payable or otherwise deliverable to any person pursuant Person hereunder and from all dividends, interest or other amounts payable to the Arrangement or this Agreement any Person (including, without limitationfor greater certainty and as applicable, any payments Fission Shareholder, any Person entitled to a Fission Change of Control Payment or Retention Bonus Payment, and any Dissenting Aphria ShareholdersShareholder) such amounts as Tilray, Aphria any of the Parties or the Depositary, as applicable, determines, acting reasonably, are Depositary or any Person on their behalf may be required or permitted to be deducted or withheld with respect to such payment or delivery deduct and withhold therefrom under the Tax Act, the U.S. Tax Code or any provision of any other applicable LawsLaws in respect of Taxes. To the extent that such amounts are so deducted or withhelddeducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid. The Parties and the Depositary shall also have the right to withhold and sell, provided that such deducted on their own account or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilraythrough a broker, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, and on behalf of any aforementioned Person to whom a withholding obligation applies, or require such person, such portion of any share or other security deliverable Person to such person as is necessary irrevocably direct the sale through a broker and irrevocably direct the broker to provide sufficient funds to Tilray, Aphria or pay the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority andParties or the Depositary, if applicableas appropriate, any portion such number of such net proceeds that is not required to be so remitted shall be paid Xxxxxxx Shares issued to such personPerson pursuant to the Arrangement as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any withholding obligations. None of the Parties or the Depositary will be liable for any loss arising out of any sale.

Withholding Rights. TilrayA holder of Partnership Units or Corporation Shares shall be liable for, Aphria or and the Depositary, as applicable, Purchaser and the Depositary shall be entitled to deduct or withhold, and withhold from any amounts payable or otherwise deliverable amount paid to any person pursuant to the Arrangement or this Agreement (includingsuch holder, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria each of the Purchaser or the Depositary, as applicable, determines, acting reasonably, are Depositary is required or permitted to be deducted or withheld with respect to such payment or delivery deduct and withhold under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986, as amended, or any provision of applicable federal, provincial, state, local or foreign Tax Law with respect to any other applicable Lawsconsideration otherwise payable hereunder to such holder, and the Purchaser and the Depositary shall be entitled to recover from such holder any portion of such amounts that is required to be withheld thereunder and is not otherwise deducted or withheld. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom holder of the Corporation Shares or Partnership Units, as the case may be, in respect of which such amounts would otherwise have been paiddeduction and withholding was made, provided that such deducted or withheld amounts are actually remitted by the Purchaser or the Depositary to the appropriate tax authority. Each taxing authority in the name of Tilray, Aphria the relevant holder of Corporation Shares or the DepositaryPartnership Units. To the extent that the amount so required or entitled to be deducted or withheld from any payment to such a holder exceeds the cash portion of the consideration otherwise payable to the holder, as applicable, is the Purchaser and the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security the Purchaser Shares otherwise deliverable to such person holder as is necessary to provide sufficient funds to Tilray, Aphria the Purchaser or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement and Tilray, Aphria the Purchaser or the Depositary shall notify such person the holder thereof and remit the applicable portion to such holder any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilrayThe Purchaser, Aphria the Company or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts ‎amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement the Arrangement ‎Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, determines, acting ‎acting reasonably, are required to be deducted or withheld with respect to such payment or delivery ‎delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To ‎To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all ‎all purposes under this Agreement as having been paid to the person to whom such amounts would ‎would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted ‎remitted to the appropriate tax authority. Each of Tilraythe Purchaser, Aphria the Company or the Depositary, as applicable, is ‎is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any ‎any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray‎to the Purchaser, Aphria the Company or the Depositary, as the case may be, to enable it to comply with such deduction ‎deduction or withholding requirement and Tilraythe Purchaser, Aphria the Company or the Depositary shall notify such person ‎person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate ‎appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required ‎required to be so remitted shall be paid to such person.person.‎

Withholding Rights. TilrayThe Purchaser, Aphria or Absolute and its Subsidiaries, and the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, and withhold from any amounts consideration, or any other amount, payable or otherwise deliverable to any person pursuant to Person under this Plan of Arrangement or the Arrangement Agreement, and from all dividends, interest or this Agreement (includingother amounts payable to any Person, without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilraythe Purchaser, Aphria Absolute or its Subsidiaries, or the DepositaryDepositary is required to, as applicablededuct and withhold therefrom under any provision of applicable Laws in respect of Taxes. Any such amounts will be deducted, determineswithheld and remitted to the appropriate Governmental Authority from the amount otherwise payable or deliverable pursuant to this Plan of Arrangement or the Arrangement Agreement, acting reasonably, are required to be and any such amounts deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Plan of Arrangement and the Arrangement Agreement as having been paid to the person Person to whom such amounts would otherwise have been paid, provided that such amounts deducted or withheld amounts are actually remitted to the appropriate tax authorityGovernmental Authority within the time required and in accordance with applicable Laws. Each Notwithstanding anything to the contrary, any compensatory amounts payable to any current or former employee of Tilray, Aphria Absolute or any of its Subsidiaries pursuant to or as contemplated by this Plan of Arrangement or the DepositaryArrangement Agreement shall be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. Tilray(a) Notwithstanding anything to the contrary contained herein, Aphria each of the Parties, the Depositary and any other Person that has any withholding obligation with respect to any amount paid or the Depositarydeemed paid hereunder (any such Person, as applicable, an “Other Withholding Agent”) shall be entitled to deduct and withhold or withholddirect a Party, the Depositary or any Other Withholding Agent to deduct and withhold on their behalf, from any amounts payable consideration paid, deemed paid or otherwise deliverable to any person pursuant to the Arrangement or Person under this Agreement or the Plan of Arrangement (includingan “Affected Person”), without limitation, any payments to Dissenting Aphria Shareholders) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery deemed payment under the Tax Act, the U.S. Tax Code or any provision of any federal, provincial, territorial, state, local or other tax Law (a “Withholding Obligation”); provided, that a Party, the Depositary or any Other Withholding Agent, as applicable, shall (i) use commercially reasonable efforts to promptly notify the Affected Person in advance of any anticipated withholding and (ii) reasonably cooperate with such Affected Person to minimize the amount of any applicable Lawswithholding. Such deducted or withheld amounts shall be timely remitted to the appropriate Governmental Entity as required by applicable Law. To the extent that such amounts are so deducted or withheldwithheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes under this Agreement and the Plan of Arrangement as having been paid to the person Affected Person to whom such amounts would otherwise have been paid or deemed paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayOtis, Aphria or Excellon and the Depositary, as applicable, shall Depositary will be entitled to deduct or withhold, and withhold from any amounts consideration otherwise payable or otherwise deliverable to any person pursuant to under the Plan of Arrangement or this Agreement (including, without limitation, including any payments payment to Dissenting Aphria Otis Shareholders) such amounts as TilrayOtis, Aphria Excellon or the Depositary, as applicable, Depositary determines, acting reasonably, are that it is required or permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code Code, and the rules and regulations promulgated thereunder, or any provision of any other applicable Lawsprovincial, state, local or foreign tax law. To For the extent that purposes hereof, all such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to whom make payment to such amounts would otherwise have been paidperson hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria Governmental Entity by or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such personOtis, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria Excellon or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Otis Shares or Excellon Shares to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify which any such person thereof may otherwise be entitled under the Plan of Arrangement, and remit any amount remaining following the sale, less deduction and remittance or any applicable portion of the net proceeds of tax and any fees related to such sale to the appropriate taxing authority andsale, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personthe person entitled thereto as soon as reasonably practicable.

Withholding Rights. TilrayAcquireco, Aphria the Corporation or the Depositary, as applicable, Depositary shall be entitled to deduct or withhold, and withhold from any amounts amount payable or otherwise deliverable to any person pursuant to Person under the Plan of Arrangement or this Agreement (including, without limitation, any payments amounts payable pursuant to Dissenting Aphria Shareholders) section 3.1), such amounts as TilrayAcquireco, Aphria the Corporation or the Depositary, as applicable, determines, acting reasonably, are Depositary is required or permitted to be deducted or withheld deduct and withhold with respect to such payment or delivery under the Tax Act, the U.S. Tax Code ITA or any provision of any other applicable Lawsfederal, provincial, territorial, local or foreign tax laws, in each case, as amended. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person to whom Person in respect of which such amounts would otherwise have been paidwithholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate tax taxing authority. Each To the extent that the amounts so required or permitted to be deducted or withheld from any payment to a Person exceed the cash portion of Tilraythe consideration otherwise payable to that Person, Aphria or Acquireco, the Depositary, as applicable, is Corporation and the Depositary are hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person the consideration as is necessary to provide sufficient funds to TilrayAcquireco, Aphria the Corporation or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement or entitlement, and TilrayAcquireco, Aphria the Corporation or the Depositary shall notify such person the Person thereof and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personsale.

Withholding Rights. TilraySSR, Aphria Alacer or the Depositary, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the under this Plan of Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) ), such amounts as TilraySSR, Aphria Alacer or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of TilraySSR, Aphria Alacer or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to TilraySSR, Aphria Alacer or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and TilraySSR, Aphria Alacer or the Depositary shall notify such person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. TilrayAlexandria, Aphria or Chantrell and the Depositary, as applicable, Alexandria Depositary shall be entitled to deduct or withhold, and withhold from any amounts consideration payable or otherwise deliverable to any person pursuant Person hereunder and from all dividends or other distributions otherwise payable to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) former Alexandria Securityholder such amounts as TilrayAlexandria, Aphria Chantrell or the DepositaryAlexandria Depositary are required, or reasonably believe to be required, to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax Laws, in each case, as applicable, determines, acting reasonably, are amended. To the extent the amount required to be deducted or withheld with respect from any consideration payable or otherwise deliverable to such payment or delivery under any Person hereunder exceeds the Tax Actamount of cash consideration, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheldif any, such amounts shall be treated for all purposes under this Agreement as having been paid otherwise payable to the person to whom such amounts would otherwise have been paidPerson, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each any of TilrayChantrell, Aphria Alexandria or the Depositary, as applicable, Alexandria Depositary is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable non-cash consideration payable to such person the Person as is necessary to provide sufficient funds to TilrayChantrell, Aphria Alexandria or the Alexandria Depositary, as the case may be, to enable it to comply with such all deduction or withholding requirement requirements applicable to it, and TilrayChantrell, Aphria Alexandria or the Depositary Alexandria Depositary, as applicable, shall notify such person thereof Person and remit the applicable portion to such Person any unapplied balance of the net proceeds of such sale sale. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction and withholding was made, provided that such withheld amounts are remitted to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personGovernmental Entity.

Withholding Rights. Tilray(a) Notwithstanding anything to the contrary contained in this Plan of Arrangement, Aphria each of Parent, ExchangeCo, CallCo, Zymeworks, the Depositary and any other Person that has any withholding obligation with respect to any amount paid or the Depositarydeemed paid under this Plan of Arrangement (any such Person, as applicable, an “Other Withholding Agent”) shall be entitled to deduct and withhold or withholddirect Parent, ExchangeCo, CallCo, Zymeworks, the Depositary or any Other Withholding Agent to deduct and withhold on their behalf, from any amounts payable amount or consideration paid, deemed paid or otherwise deliverable to any person pursuant to the Person under this Plan of Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholdersan “Affected Person”) such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery deemed payment under the Tax Act, the U.S. Tax Code or any provision of any federal, provincial, territorial, state, local or other applicable LawsTax Law (a “Withholding Obligation”). Parent, ExchangeCo, CallCo, Zymeworks, the Depositary or any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that such amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Agreement hereof as having been paid to the person Affected Person to whom such amounts would otherwise have been paid or deemed paid, provided that and such deducted or withheld amounts are actually shall be timely remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, Governmental Entity as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify such person thereof and remit the required by applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personLaw.

Withholding Rights. TilrayThe Company, Aphria the Buyer and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Company Shareholder under the Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as the Company, the Buyer or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by the Company, the Buyer or the Depositary, as applicablethe case may be. For the purposes hereof, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) all such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to whom make payment to such amounts would otherwise have been paidperson hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of Tilray, Aphria Governmental Entity by or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such personthe Company, such portion of any share or other security deliverable to such person as is necessary to provide sufficient funds to Tilray, Aphria the Buyer or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Buyer Shares to enable it to comply with such deduction or withholding requirement and Tilray, Aphria or the Depositary shall notify which any such person thereof may otherwise be entitled under the Plan of Arrangement, and remit any amount remaining following the applicable portion of the net proceeds of such sale to the appropriate taxing authority andsale, if applicable, any portion of such net proceeds that is not required to be so remitted deduction and remittance shall be paid to such personthe person entitled thereto as soon as reasonably practicable.

Withholding Rights. Tilray, Aphria or Each of the Depositary, as applicable, Surviving Corporation and Constellation shall be entitled to deduct or withhold, and withhold from any amounts the consideration otherwise payable or otherwise deliverable pursuant to this Agreement to any person pursuant to the Arrangement or this Agreement (including, without limitation, any payments to Dissenting Aphria Shareholders) holder of Company Conversion Shares such amounts as Tilray, Aphria or the Depositary, as applicable, determines, acting reasonably, are it is required to be deducted or withheld deduct and withhold with respect to the making of such payment or delivery under the Tax ActCode, the U.S. Tax Code or any provision of any other applicable Lawsstate, local or foreign tax law. To the extent that such amounts are so deducted withheld by the Surviving Corporation or withheldConstellation, as the case may be, such withheld amounts shall be treated for all purposes under of this Agreement as having been paid to the person holder of the Company Conversion Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Constellation, as the case may be. To the extent that the amount so required to whom such amounts would otherwise have been paid, provided that such be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a person under this Agreement exceeds the amount of cash otherwise payable to such person, Constellation, the Surviving Corporation, any of their affiliates and the Exchange Agent are actually remitted to the appropriate tax authority. Each of Tilray, Aphria or the Depositary, as applicable, is hereby authorized to sell or otherwise dispose ofdispose, on behalf or direct any other person to sell or otherwise dispose, of such person, such portion of any share the non-cash consideration or other security non-cash amounts payable, issuable or otherwise deliverable hereunder to such person as is necessary to provide sufficient funds to TilrayConstellation, Aphria or the DepositarySurviving Corporation, any of their affiliates and the Exchange Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and TilrayConstellation, Aphria or the Depositary Surviving Corporation, any of their affiliates and the Exchange Agent, as applicable, shall notify the relevant person of such sale or other disposition and remit to such person thereof and remit the applicable portion any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Agreement in respect of such person, (y) reasonable commissions payable to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such personbroker and (z) other reasonable costs and expenses).