Common use of Interim Order Clause in Contracts

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Resolution shall be not less than (i) 66 2/3% of the votes cast on the Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular SEC Approval is submitted to the SEC for review obtained, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy the Parent, acting reasonably, pursuant to Section 291(1)(b195(2) of the BCBCA YBCA, and, in cooperation with the Purchaser and Canopythe Parent, prepare, file and diligently pursue an application for the Interim Order, which application must request that the Interim Order provide, unless the Parties otherwise agree, acting reasonably, among other things: (ai) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Common Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (ciii) that that, in all other respects, the terms, restrictions and conditions of the YBCA and the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (div) for the grant of the Dissent Rights to Company Floating those Common Shareholders who are registered Common Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (hvii) confirmation of that the record date for the purposes of determining the Company Floating Common Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect Law. Notwithstanding anything to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s contrary in this Agreement, if approval of the Arrangement and its determination that Resolution by any class of Persons other than the Common Shareholders is definitively required by the Court in connection with the transactions contemplated by this Agreement, the Parties will abide by such Court decision. In such event, any references in this Agreement to the vote regarding, or the approval of, the Arrangement is fair and reasonable to Resolution by the Common Shareholders at the Company Floating Securityholders to whom Issued Securities will be issued pursuant to Meeting (including, for the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”avoidance of doubt all matters contemplated by Article 5 and Article 7), following a hearing any notice to Common Shareholders or the record date with respect to Common Shareholders in connection therewith, and after consideration any related matters, shall be deemed to refer also to such other classes of Persons whose approval is required by the substantive and procedural terms and conditions thereofCourt.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted to date hereof, but in no event later than three Business Days following the SEC for review Resolution Date, the Company shall apply shall, in a manner reasonably acceptable to the Purchaser and Canopy Parent, acting reasonably, pursuant to Section 291(1)(b) 193 of the BCBCA and, in cooperation with the Purchaser and CanopyABCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which must providethe preamble of such Interim Order shall include, among other things, that it is Parent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Parent Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and such Interim Order shall provide unless otherwise agreed by Parent and Company, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) (b) that the required level of requisite approval for the Arrangement Resolution (the “Required Shareholder Requisite Approval”) for the Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Securityholders present in Person or represented by proxy at the Company Meeting and voting together as a single class and (ii) if required by Securities Laws in Canada, by a majority of the votes cast by the Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, Meeting after excluding the votes cast by “related parties” and “interested parties” as defined those persons whose votes are required to be excluded under MI 61-101; (c) that that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersarticles and by-laws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to the registered Company Floating Shareholders in accordance with the BCBCAShareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of receive material and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy or the Company Parent may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application The petition for the application referred to in Section 2.1(b) will request that the Interim Order, which must Order provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that confirmation of the required level record date for the purposes of approval determining the LAC Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (the “Required Shareholder Approval”c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution shall will be not less than (i) 66 2/3% at least two-thirds of the votes cast on the Resolution by the Company Floating LAC Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting; and Meeting (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholdersand, excluding the votes cast by “related parties” and “interested parties” as defined under MI if required, minority approval pursuant to Multilateral Instrument 61-101101 - Protection of Minority Security Holders in Special Transactions); (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (de) for the grant of the Dissent Rights only as provided in Section 3.1 of the Plan of Arrangement; (f) that, subject to Company Floating the discretion of the Court, the Meeting may be held as an electronic-only or partially electronic Meeting and that LAC Shareholders that participate in the Meeting by electronic means will be deemed to be present at the Meeting, including for purposes of establishing quorum; (g) that, if an electronic-only Meeting is held with the approval of the Court, such Meeting will be deemed to be held at the location of LAC's registered office; (h) that the Meeting may be adjourned or postponed from time to time by LAC, in accordance with the BCBCAterms of this Agreement, without the need for additional approval of the Court; (ei) that the Parties intend to rely upon the exemption provided by section 3(a)(10) of the U.S. Securities Act, as contemplated under Section 2.9 hereof, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to the LAC securityholders who are entitled to receive Distribution Securities pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the LAC Shareholders and the holders of Old LAC Equity Awards; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fk) that the Meeting may be held in-personeach LAC Shareholder, virtually or in holder of Old LAC Equity Awards and any other manner permitted by applicable Law and affected Person will have the Constating Documents right to appear before the Court at the hearing of the Company; (g) that Court to approve the Meeting may be adjourned or postponed from application for the Final Order so long as they enter a response within the prescribed time to time by the Company and in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting procedures set out in accordance with the Interim Order; (il) that that, subject to the record date foregoing and in all other respects, other than as ordered by the Court, for the Company Floating Shareholders entitled Meeting to notice of be called, held and to vote at conducted in accordance with the Meeting will not change in respect of any adjournment(s) provisions of the MeetingBCBCA, unless required by Securities Lawsthe Articles and Notice of Articles of LAC and the Interim Order; and (jm) for such other matters as Canopy or the Company LAC may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser Parent and Canopythe Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (ii) if required, a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Resolution Company Meeting excluding for this purpose votes attached to Company Shares held by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) that the Parties intend to rely upon the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws in connection with the offer and sale of Consideration Shares in accordance with the Arrangement, subject to and conditioned on the Court’s approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to the Shareholders with respect to the issuance of the Consideration Shares in exchange for Shares, Company Options and RSUs pursuant to the Arrangement, to implement the transactions contemplated hereby; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (i) and that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Lawsthe Court; and (ji) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such other Partythe other, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3 and no later than 15 business days after the Company date of this Agreement, Corporation shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a1) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (ia) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; , each being entitled to one vote per Share, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersShareholders present in person or by proxy at the Meeting, each being entitled to one vote per Share, excluding the for this purpose votes cast attached to Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c3) that that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the CompanyCorporation’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (d4) for the grant of the Dissent Rights to Company Floating those Shareholders in accordance with the BCBCAwho are registered Shareholders; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g6) that the Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement without the need for additional approval of the Court; (h7) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) 8) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities Laws; and (j9) for such other matters as Canopy Purchaser or the Company Corporation may reasonably require, subject to obtaining the prior consent of such other Partythe other, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before January 10, 2013 the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy apply, pursuant to Section 291(1)(b) section 182 of the BCBCA and, in cooperation with the Purchaser and CanopyOBCA, prepare, file and diligently pursue an application for the Interim Order, which must request that the Interim Order provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Class A Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (ii) a simple majority of the votes cast on attached to Class A Shares held by Class A Shareholders present in person or represented by proxy at the Resolution Company Meeting excluding for this purpose votes attached to Class A Shares held by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating those Class A Shareholders in accordance with the BCBCAwho are registered Class A Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that the record date for the purposes of determining the Company Floating Class A Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaw; and (jh) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an The application for the Interim Order, which must Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the class or classes (if applicable) of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be providedprovided (including the Company Shareholders and, if required by applicable Law or the Interim Order, the holders of the Company Options and Company RSUs); (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% ⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders (voting together as a single class) present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required by MI 61-101, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersShareholders (voting on a separate class basis) present in person or represented by proxy at the Company Meeting, excluding the votes cast Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if any (together, the “Requisite Vote”); (c) that it is the intention of Parent and Purchaser to rely upon Section 3(a)(10) of the Securities Act in connection with the offer and sale of Consideration Shares, Parent Options, Parent RSUs, Amalco Options and Amalco RSUs (collectively, the “Parent Issued Securities”) in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that, subject to Section 6.1(a), the Company Meeting may be adjourned or postponed from time to without the need for additional approval of the Court; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Notice of Articles or Articles or equivalent organizational documents (the “Organizational Documents”) of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (df) for the grant of the Dissent Rights rights of dissent to registered Company Floating Shareholders in accordance with respect of the BCBCAArrangement described in Article 5 of the Plan of Arrangement (the “Dissent Rights”); (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of receive material and to vote at the Company Meeting in accordance with the Interim Order; (i) Order and that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will shall not change in respect of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of such other Partythe other, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties and subject to rely upon the exemption from registration provided approval by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofas required.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have the right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Floating Meeting; and (ii) if required under Securities Laws, a simple majority of the votes attached to Company Shares voting as a single class held by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and Company Meeting excluding for this purpose votes attached to Company Shares held by persons described in items (iia) a simple majority through (d) of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Floating Shareholders who are registered Company Shareholders as of the record date for the Company Meeting, as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaw or with the prior written consent of the Purchaser; (i) that the Company Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; and (j) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other applicable Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of all Arrangement Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Company Securityholders who hold securities of the Company Floating Securityholders (collectively, the “Subject Securities”) whose rights are affected by the Arrangement and to whom Issued Securities will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date hereof but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3(1), the Company shall apply covenants that it will, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b291(b) of the BCBCA and, in cooperation with the Purchaser and CanopyBCBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided, such notices to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (bii) that the required level of approval (the “Required Shareholder Approval”) record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be not less than (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the holders of Company Floating Shareholders Shares, present in person Person or represented by proxy and entitled to vote at the MeetingMeeting voting together as a single class; and (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholders, excluding the votes cast for Company Shares held by “related parties” and “interested parties” as defined under MI 61- 101. The Company agrees that it shall, following a written request from the Purchaser, apply for exemptive relief from the British Columbia Securities Commission to permit the Company Subordinate Voting Shares and the Company Multiple Voting Shares to vote together as a single class for purposes of the “minority approval” required by MI 61-101101 (if applicable); (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (div) for the grant of the Dissent Rights to Company Floating Shareholders as set forth in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (gvi) that the Meeting may be adjourned or postponed from time to time by management of the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (hvii) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at that the Meeting in accordance with the Interim Ordermay be held in-person or be a virtual Meeting or hybrid meeting whereby Company Shareholders may join virtually; (iviii) that in all other respects, the record date for the Company Floating Shareholders entitled to notice of terms, conditions and to vote at the Meeting will not change in respect of any adjournment(s) restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Meeting, unless required by Securities Laws; and (jix) for such other matters as Canopy or the Company Parties, each acting reasonably, may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities Consideration Shares and Replacement Warrants to be issued to the respective Company securityholders pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the holders of Company Floating Securityholders Shares, Company Warrants and Company MVS Warrants, as applicable, to whom Issued Securities such securities will be issued by the Purchaser pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. No later than three (13) As soon as reasonably practicable Business Days after the Circular is submitted to Registration Statement has been declared effective by the SEC for review SEC, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy SPAC pursuant to Section 291(1)(b) 193 of the BCBCA ABCA and, in cooperation with the Purchaser and CanopySPAC, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy or the Company SPAC may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayedacting reasonably. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review Company Meeting to be convened in accordance with Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: : (a) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; ; (b) for a record date for purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting of not later than February 15, 2019 (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the MeetingCompany Meeting (the “Required Shareholder Approval”); and (iid) a simple majority of the votes cast on the Resolution by such Company Floating Shareholdersthat, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; ; (de) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCA; Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; ; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; ; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Parent’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with respect to the issuance of all Issued Securities the Parent Shares to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement Arrangement; and its determination that the Arrangement is fair and reasonable to (i) for such other matters as the Company Floating Securityholders to whom Issued Securities will be issued pursuant to and Purchaser (each with the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration prior consent of the substantive and procedural terms and conditions thereofother, such consent not to be unreasonably withheld or delayed) may reasonably require.

Interim Order. (1) As soon as reasonably is practicable after following the Circular is submitted execution of this Agreement and, subject to the SEC for review availability of the Court, in any event in sufficient time to hold the Company Meeting in accordance with Section 2.4, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA andParties, in cooperation with the Purchaser and Canopyacting reasonably, prepare, file and diligently pursue an application for the Interim Order, which must provide, subject to the Court, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) Meeting, and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders as at the record date established for the Company Meeting will be entitled to vote on the Arrangement Resolution shall be the Company Shares; (c) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% at least two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) and, if required under Securities Laws by a simple majority of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersShareholders present in person or represented by proxy at the Company Meeting, excluding the for this purpose any votes cast attached to Company Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (cd) that the Company Meeting may be held as a virtual or hybrid shareholder meeting and that Company Shareholders who participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting; (e) that, in all respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents relating to of the holding of a meeting of Company Floating ShareholdersCompany, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (df) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders, as contemplated in accordance with the BCBCAPlan of Arrangement; (eg) that the deadline for submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary) prior to the Company Meeting; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (hj) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (k) that the record date for Company Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect as a result of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Securities Laws; andLaws or the Court; (jl) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser Holdco’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders Unit Consideration pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement Arrangement; and (m) for such other matters as a Party may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably, withheld, conditioned or delayed, and its determination that the Arrangement is fair and reasonable subject to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration approval of the substantive and procedural terms and conditions thereofCourt.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement (but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a)), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 193 of the BCBCA ABCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (ii) if required, a simple majority of the votes cast on attached to Shares held by Shareholders present in person or represented by proxy and entitled to vote at the Resolution Company Meeting excluding for this purpose votes attached to Shares held by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before March 2, 2016, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) Chapter XVI – Division II of the BCBCA QBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Common Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting and (ii) a simple majority that the required level of approval for the Preferred Shareholder Resolution shall be two-thirds of the votes cast on such resolution by Preferred Shareholders present in person or represented by proxy at the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101Meeting; (c) that that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Parent in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaw; and (jh) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining (with the prior consent of such other Party, such consent not to be unreasonably withheld or delayedthe other) may reasonably require. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, and in any case in sufficient time to permit the SEC for review Meeting to be held by the date specified in Section 2.3(1), Company shall apply apply, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) 182 of the BCBCA andOBCA, in cooperation with the Purchaser Purchaser, and Canopy, prepare, file and diligently pursue an application application, for the Interim Order, which must shall provide, among other things: (a) for the calling and holding of the Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement; (b) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bc) for confirmation of the record date in respect of the Meeting referred to in Section 2.3(1); (d) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3662⁄3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and and (ii) to the extent required, a simple majority of the votes cast on attached to the Resolution Company Shares, voting as a separate class, held by Company Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes attached to such Company Floating Shareholders, excluding the votes cast Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (ce) that that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersarticles and bylaws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (df) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (gh) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) except as required by Law, that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not not, unless agreed to in writing by the Purchaser and the Company, change in respect or as a consequence of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities Purchaser Shares to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration fairness of the substantive and procedural terms and conditions thereofof the Arrangement; and (k) for such other matters as Purchaser may reasonably require.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before February 15, 2021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c); (c) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than be: (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) the affirmative vote of the holders of Company Debentures on the Arrangement Resolution representing a majority of the aggregate principal amount of the Company Debentures; and (iiiii) a simple majority of the votes cast on the Resolution any minority approval required by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101, if applicable; and (iv) any other shareholder approvals required by the CSE; (cd) that that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, shall (unless varied by the Interim Order, ) apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights only to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (i) that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; (j) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (jk) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders Shares and the Consideration Shares to whom Issued Securities will be issued pursuant to the Arrangement (such to Company Floating SecuritiesShareholders, holders of Company Convertible Securities and holders of TJAC Options, based on the “U.S. Subject Securities”), following a hearing and after consideration Court's approval of the substantive and procedural terms and conditions thereofArrangement.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review Company Meeting to be convened in accordance with Section 2.3, the Company shall apply for, in a manner reasonably acceptable to the Purchaser and Canopy Parent pursuant to Section 291(1)(b) section 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyParent, prepare, file and diligently pursue pursue, an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval for the Arrangement Resolution (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (ia) at least 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting voting together as a single class, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by such the Shareholders present in person or represented by proxy at the Company Floating ShareholdersMeeting voting together as a single class, excluding the for this purpose votes cast attached to Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to receive notice of and to vote at the Meeting Company Meeting; (h) that the record date will not change in accordance with respect or as a consequence of any adjournment(s) or postponement(s) of the Interim OrderCompany Meeting, unless required by Securities Law or the Court; (i) that the record date for Parties may amend, modify and/or supplement the Company Floating Shareholders entitled to notice Plan of and to vote at Arrangement in accordance with the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; andterms thereof; (j) for such other matters as Canopy Parent or the Company may reasonably require, subject to obtaining the prior consent of such other Partythe other, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application The petition for the application referred to in Section 2.1(b) will request that the Interim Order, which must Order provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that confirmation of the required level record date for the purposes of approval determining the LAC Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order; (the “Required Shareholder Approval”c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution; (d) that the requisite shareholder approval for the Arrangement Resolution shall will be not less than (i) 66 2/3% at least two-thirds of the votes cast on the Resolution by the Company Floating LAC Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting; and Meeting (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholdersand, excluding the votes cast by “related parties” and “interested parties” as defined under MI if required, minority approval pursuant to Multilateral Instrument 61-101101 - Protection of Minority Security Holders in Special Transactions); (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (de) for the grant of the Dissent Rights only as provided in Section 3.1 of the Plan of Arrangement; (f) that, subject to Company Floating the discretion of the Court, the Meeting may be held as an electronic-only or partially electronic Meeting and that LAC Shareholders that participate in the Meeting by electronic means will be deemed to be present at the Meeting, including for purposes of establishing quorum; (g) that, if an electronic-only Meeting is held with the approval of the Court, such Meeting will be deemed to be held at the location of LAC’s registered office; (h) that the Meeting may be adjourned or postponed from time to time by LAC, in accordance with the BCBCAterms of this Agreement, without the need for additional approval of the Court; (ei) that the Parties intend to rely upon the exemption provided by section 3(a)(10) of the U.S. Securities Act, as contemplated under Section 2.9 hereof, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the LAC securityholders who are entitled to receive Distribution Securities pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the LAC Shareholders and the holders of Old LAC Equity Awards; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fk) that the Meeting may be held in-personeach LAC Shareholder, virtually or in holder of Old LAC Equity Awards and any other manner permitted by applicable Law and affected Person will have the Constating Documents right to appear before the Court at the hearing of the Company; (g) that Court to approve the Meeting may be adjourned or postponed from application for the Final Order so long as they enter a response within the prescribed time to time by the Company and in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting procedures set out in accordance with the Interim Order; (il) that that, subject to the record date foregoing and in all other respects, other than as ordered by the Court, for the Company Floating Shareholders entitled Meeting to notice of be called, held and to vote at conducted in accordance with the Meeting will not change in respect of any adjournment(s) provisions of the MeetingBCBCA, unless required by Securities Lawsthe Articles and Notice of Articles of LAC and the Interim Order; and (jm) for such other matters as Canopy or the Company LAC may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required under Securities Laws, a simple majority of the votes cast on of the Resolution Company Shareholders voting as a single class held by such Company Floating Shareholders, Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting excluding the for this purpose votes cast held by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Floating Shareholders in accordance with the BCBCAwho are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaw or with the written consent of the Purchaser; and (ji) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Partythe Purchaser, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of all Arrangement Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law or the Court; (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties and subject to rely upon the exemption from registration provided approval by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As The Company agrees that as soon as reasonably practicable after following the Circular is submitted date of execution of this Agreement, and in any event no later than the seventh Business Day thereafter (or such other date as may be agreed to by the SEC for review Company and the Purchaser, each acting reasonably), the Company shall apply apply, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, pursuant to Section 291(1)(b) 193 of the BCBCA ABCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for the record date(s) for purposes of determining the Persons to whom notice of the Company Meeting is to be provided and for purposes of determining the Persons entitled to vote at the Company Meeting; (c) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% 66⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders and the Optionholders of record (voting as a single class) present in person Person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (cd) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding articles of a meeting of Company Floating Shareholdersamendment and by-laws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company;; and (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date hereof but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3(1), the Company shall apply covenants that it will, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b291(b) of the BCBCA and, in cooperation with the Purchaser and CanopyBCBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided, such notices to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (bii) that the required level of approval (the “Required Shareholder Approval”) record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be not less than (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the holders of Company Floating Shareholders Shares, present in person Person or represented by proxy and entitled to vote at the MeetingMeeting voting together as a single class; and (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholders, excluding the votes cast for Company Shares held by “related parties” and “interested parties” as defined under MI 61- 101. The Company agrees that it shall, following a written request from the Purchaser, apply for exemptive relief from the British Columbia Securities Commission to permit the Company Subordinate Voting Shares and the Company Multiple Voting Shares to vote together as a single class for purposes of the “minority approval” required by MI 61-101101 (if applicable); (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (div) for the grant of the Dissent Rights to Company Floating Shareholders as set forth in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (gvi) that the Meeting may be adjourned or postponed from time to time by management of the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (hvii) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at that the Meeting in accordance with the Interim Ordermay be held in-person or be a virtual Meeting or hybrid meeting whereby Company Shareholders may join virtually; (iviii) that in all other respects, the record date for the Company Floating Shareholders entitled to notice of terms, conditions and to vote at the Meeting will not change in respect of any adjournment(s) restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Meeting, unless required by Securities Laws; and (jix) for such other matters as Canopy or the Company Parties, each acting reasonably, may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In ‎In seeking the Interim Order, the Company shall advise the Court that it is the intention of ‎of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of ‎of the U.S. Securities Act with respect to the issuance of all Issued Securities Consideration Shares and Replacement Warrants to be issued to the respective Company securityholders pursuant to the Arrangement based upon and conditioned on the Court’s approval ‎approval of the Arrangement and its determination that the Arrangement is fair and reasonable ‎reasonable to the holders of Company Floating Securityholders Shares, Company Warrants and Company MVS Warrants, as applicable, to whom Issued Securities such securities will be issued by the Purchaser pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration of the substantive and procedural ‎procedural terms and conditions thereof.. ‎

Interim Order. (1The application referred to in Section 2.2(d) As soon as reasonably practicable after the Circular is submitted to the SEC for review shall, unless the Company shall apply in a manner reasonably acceptable to and the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA andagree otherwise, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application for include a request that the Interim Order, which must Order provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for a record date, for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting, of not later than the date of the issue of the Initial Order, which date shall be fixed and published by the Company in consultation with the Purchaser; (c) that the required level Company Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval by the Court; (d) that the “Required Shareholder Approval”) for requisite approvals of the Arrangement Resolution shall will be not less than at least: (i) 66 2/3% 66⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (ii) a simple majority of the votes cast on the Arrangement Resolution by such the Company Floating ShareholdersShareholders present in person or by proxy at the Company Meeting, after excluding the votes cast by “related parties” and “interested parties” as defined under of any persons whose votes must be excluded, all in accordance with MI 61-101, if applicable; (ce) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersconstating documents, including quorum requirements with respect to meetings of Company Shareholders and all other matters, shall, unless varied by shall apply with respect to the Interim Order, apply in respect of the Company Meeting; (df) for the grant of the Dissent Rights to the Company Floating Shareholders who are registered holders of Company Shares, as contemplated in accordance with the BCBCA;Plan of Arrangement; and (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, the Company (such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order), the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination also request that the Arrangement is fair and reasonable to Interim Order provide for such other matters as the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofPurchaser may reasonably require.

Interim Order. (1) As soon as reasonably practicable after the Circular date of this Agreement, but in any event on or before the date that is submitted to the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC for if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy Parent pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) a special resolution, being a resolution approved by at least 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim OrderOrder or other order of the Court, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the BCBCAInterim Order; (ef) whether the Company Meeting will be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law Company and the Constating Documents Purchaser are authorized to make any revisions, amendments, or supplements to the Plan of the CompanyArrangement upon mutual agreement; (gj) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaws or with the prior written consent of the Parent; and (jk) for such other matters as Canopy the Parent or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayedthe Company. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted to the SEC for review execution of this Agreement, but in any event no later than January 7, 2022, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things: (a) for the class or classes (as applicable) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% 66⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the terms, restrictions Company Meeting be held as a virtual-only shareholder meeting and conditions that Company Shareholders who participate in the Company Meeting by such virtual means will be deemed to be present at the Company Meeting; (d) the virtual-only Company Meeting will be deemed to be held at the location of the Company’s Constating Documents relating registered office; (e) that the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the holding terms of a meeting this Agreement without the need for additional approval of the Court; (f) that the record date for the Company Floating ShareholdersShareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (g) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of the Company, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (dh) for the grant of the Dissent Rights to registered holders of Company Floating Shareholders Shares as set forth in accordance with the BCBCAPlan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld or delayed.; (2k) In seeking confirmation of the Interim Order, record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; and (l) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall advise be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Court that it is the intention time of the Parties Company Meeting, subject to rely upon the exemption from registration provided waiver by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to in accordance with the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration terms of the substantive and procedural terms and conditions thereofthis Agreement.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before January 22, 2018, the Company shall apply in a manner reasonably acceptable to the Purchaser Parent and Canopy the Purchaser, pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser Parent and Canopythe Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a1) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b2) for confirmation of the record date for the Company Meeting referred to in Section 2.3(5); (3) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be the affirmative vote of: (a) not less than (i) 66 2/3% of the votes cast on the Resolution Arrangement Resolution: (i) by Company Securityholders, voting together as a single class, present in person or represented by proxy at the Company Floating Meeting, and (ii) by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (iib) if applicable, a simple majority of the votes cast on attached to the Resolution Common Shares held by such Company Floating Shareholders, Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the votes cast Common Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c4) that that, subject to the foregoing and the terms of the Interim Order, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d5) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f7) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company if required by this Agreement or otherwise with the consent of the Parent and the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of 8) that the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, Company Meeting unless required by Securities Laws; andLaw; (j9) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Parent and the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities the Consideration Shares and Replacement Options, as applicable, to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement Arrangement; and (10) for such other matters as the Parent and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofPurchaser may reasonably require.

Interim Order. (1) ‌ As soon as reasonably practicable after following the Circular is submitted to the SEC for review execution of this Agreement, but in any event no later than April 12, 2021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (ii) if and to the extent required, a simple majority of the votes cast on by the Resolution Company Shares present in person or represented by such proxy at the Company Floating ShareholdersMeeting, excluding the votes cast by “related parties” and “interested parties” as defined under the Company Shareholders that are required to be excluded pursuant to MI 61-101;101 for purposes of the Arrangement;‌ (c) that the terms, restrictions Company Meeting be held as a virtual-only shareholder meeting and conditions that Company Shareholders who participate in the Company Meeting by such virtual means will be deemed to present at the Company Meeting; (d) the virtual-only Company Meeting will be deemed to be held at the location of the Company’s Constating Documents relating registered office; (e) that the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the holding terms of a meeting this Agreement without the need for additional approval of the Court; (f) that the record date for the Company Floating ShareholdersShareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (g) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of the Company, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (dh) for the grant of the Dissent Rights to registered holders of Company Floating Shareholders Shares as set forth in accordance with the BCBCAPlan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld or delayed.; (2k) In seeking confirmation of the Interim Order, record date for the purposes of determining the Company shall advise Shareholders entitled to receive meeting materials and vote at the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10Company Meeting; (l) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and reasonable statutory holidays in Vancouver, British Columbia) prior to the Company Floating Securityholders Meeting, subject to whom Issued Securities will be issued pursuant waiver by the Company in accordance with the terms of this Agreement; and (m) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration prior written consent of the substantive and procedural terms and conditions thereofother Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (1) As The Company agrees that as soon as reasonably practicable after the Circular is submitted date hereof, but in any event in sufficient time to permit the SEC for review Company Meeting to be convened in accordance with Section 2.3(1), the Company shall apply move in a manner reasonably acceptable to the Purchaser and Canopy Acquireco pursuant to Section 291(1)(b) section 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyAcquireco, prepare, file and diligently pursue an application a motion for the Interim Order, which must shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of , each Company Share entitling the votes cast holder thereof to one vote on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101Arrangement Resolution; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to articles and by-laws as in effect as of the holding of a meeting of Company Floating Shareholdersdate hereof, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fe) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with (subject to the terms of this Agreement Agreement) without the need for additional approval of the Court;; and (hf) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of receive material and to vote at the Company Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted execution of this Agreement, but in any event in sufficient time to permit the Fording Meeting to be convened in accordance with Section 5.2(a)(iv), Fording shall incorporate Acquiror and shall cause Acquiror to apply to the SEC for review the Company shall apply Court in a manner reasonably acceptable to the Purchaser and Canopy Fording, acting reasonably, pursuant to Section 291(1)(b) 193 of the BCBCA Corporate Statute and, in cooperation co-operation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Fording Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for the record date(s) for purposes of determining the persons to whom notice of the Fording Meeting is to be provided and for purposes of determining the persons entitled to vote at the Fording Meeting; (c) that each registered holder of Exchange Options and Phantom Units shall be entitled to one vote at the Fording Meeting in respect of each such security or instrument held at the record date established for the Fording Meeting and that the holders of Exchange Options and Phantom Units shall vote in the manner described in paragraph (d)(ii) below; (d) that the required level of Securityholder approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders Unitholders present in person or represented by proxy and entitled to vote at the MeetingFording Meeting voting separately as a class; and and (ii) a simple majority 66 2/3% of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersSecurityholders present in person or represented by proxy at the Fording Meeting, excluding voting together as a single class; provided that the votes cast by Arrangement Resolution shall also have received Minority Approval of the Unitholders (collectively, the “related parties” and “interested parties” as defined under MI 61-101Requisite Level of Approval”); (ce) that for the grant of the Dissent Rights; (f) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding Declaration of a meeting of Company Floating ShareholdersTrust, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Fording Meeting;; and (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As The Company agrees that as soon as reasonably practicable after the Circular is submitted to the SEC for review date hereof, the Company shall apply apply, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , voting as a single class and (ii) a simple majority 50.1% of the votes cast on the Arrangement Resolution by such the Shareholders present in person or represented by proxy at the Company Floating ShareholdersMeeting, voting on a class basis and excluding the votes cast Shares beneficially owned or over which control or direction is exercised by “related parties” and an “interested partiesparty” (as defined under MI in Multilateral Instrument 61-101101 — Protection of Minority Security Holders in Special Transactions) for purposes of the Arrangement; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding articles of a meeting of Company Floating Shareholdersamalgamation and by-laws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (ig) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayedapplicable Law. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As The Company agrees that as soon as reasonably practicable after the Circular is submitted to the SEC for review date hereof, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy (acting reasonably) pursuant to Section 291(1)(b) section 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must application shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , each Company Share entitling the holder thereof to one vote on the Arrangement Resolution and (ii) if, and to the extent required, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholders, Shareholders present and in person or represented by proxy at the Company Meeting excluding the for this purpose votes cast attaching to Company Shares held by “related parties” Hydrogen Company and “interested parties” as defined under any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to as in effect as of the holding of a meeting of Company Floating Shareholdersdate hereof, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as of the Record Date as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of receive material and to vote at the Company Meeting (“Record Date”) in accordance with the Interim Order, which date shall be no later than July 19, 2019; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting Record Date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy or the Company or Purchaser may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld or delayedwithheld. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As The Company covenants in favour of the Purchaser that, as soon as reasonably practicable after the Circular is submitted execution of this Agreement and in any event in sufficient time to the SEC for review hold the Company shall Meeting in accordance with Section 2.03, the Company will apply for and have the hearing for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner reasonably and form acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA andPurchaser, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application for the Interim Orderacting reasonably, which must shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the required level of requisite approval (the “Required "Company Shareholder Approval”") for the Arrangement Resolution shall be not less than the affirmative vote of: (i) 66 2/3% two-thirds of the votes cast on the Resolution by Company Shareholders, voting together as a single class, present in person or represented by proxy at the Company Floating Meeting; and (ii) a majority of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting excluding for this purpose votes attached to the Company Shares held by persons described in item (a), item (b), item (c) and item (iid) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under Section 8.1(2) of MI 61-101; (cd) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (e) for the grant of Dissent Rights only to registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment(s) or postponement(s); (h) confirmation of that the record date deadline for the purposes submission of determining proxies by Company Shareholders for the Company Floating Shareholders entitled Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to notice of and the Company Meeting, subject to vote at waiver by the Meeting Company in accordance with the Interim Orderterms of this Agreement; (i) that each Company Shareholder and any other affected person shall have the record date right to appear before the Court at the hearing of the Court to approve the application for the Company Floating Shareholders entitled to notice of and to vote at Final Order so long as they enter a response by the Meeting will not change time stipulated in respect of any adjournment(s) of the Meeting, unless required by Securities LawsInterim Order; and (j) for such other matters as Canopy or subject to the consent of the Company may reasonably require, subject to obtaining the prior consent of such other Party, (such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 193 of the BCBCA ABCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders Affected Securityholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting and (ii) if required, a simple majority of the votes cast on such resolution by Affected Securityholders present in person or represented by proxy at the Resolution Company Meeting excluding, for the purposes of this clause (ii), votes attached to Shares and Company Options held by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Shareholders who are registered or beneficial Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Floating Meeting and who are registered Shareholders prior to the deadline for exercising Dissent Rights as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Company Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or postponement(s) may be given by such method as the Board may determine is appropriate in the circumstances; (hg) confirmation for the fixing of the record date and that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; and (jh) for such other matters as Canopy the Purchaser or the Company may reasonably requireCompany, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed, may reasonably require or request. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date hereof but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3(1), the Company shall apply covenants that it will, in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) Purchaser, acting reasonably, in accordance with the provisions of the BCBCA and, in cooperation with the Purchaser and CanopyOBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided, such notices to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (bii) confirmation of the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting; (iii) a request that the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iv) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders Shareholders, present in person Person or represented by proxy and entitled to vote at the MeetingMeeting voting together as a single class; and (ii) a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholders, present in Person or represented by proxy and entitled to vote at the Meeting excluding the votes cast attached to Company Shares held or controlled by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, including, for greater certainty, the Purchaser and its Affiliates; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (dv) for the grant of the Dissent Rights to Company Floating Shareholders as set forth in accordance with the BCBCAPlan of Arrangement; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (gvii) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (hviii) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at that the Meeting in accordance with the Interim Ordermay be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (iix) that in all other respects, the record date for the Company Floating Shareholders entitled to notice of terms, conditions and to vote at the Meeting will not change in respect of any adjournment(s) restrictions of the Company’s Organizational Documents, including quorum requirements and other matters shall apply with respect to the Meeting, unless required by Securities Laws; and (jx) for such other matters as Canopy or the Company Parties, each acting reasonably, may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities Consideration Shares to be issued to the respective Company securityholders pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders Shareholders to whom Issued Securities such securities will be issued by the Purchaser pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date hereof but in any event in sufficient time to the SEC for review permit the Company shall apply Meeting to be convened in accordance with Section 2.4(1), the Company will, in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b192(3) of the BCBCA CBCA, and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Company Meeting (which date shall be fixed and filed by the Company in consultation with the Purchaser, acting reasonably); (iii) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than will be: (ia) 66 2/3662/3% of the votes cast on the Resolution such resolution by Company Shareholders, voting as a single class, present in person or represented by proxy at the Company Floating Meeting, with each Company Shareholder being entitled to one vote for each Company Share held by such holder; and (b) if applicable, a majority of the votes cast attached to the Company Shares held by Company Shareholders present in person or represented by proxy and entitled to vote at the MeetingCompany Meeting excluding, for the purpose, votes attached to the Company Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; and (ii) a simple majority of that these will be the votes cast on only requisite approvals required by the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (civ) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, will apply in respect of the Company Meeting; (dv) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hvii) confirmation for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (viii) that each Company Securityholder entitled to Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (ix) that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption with respect to the issuance of the Purchaser Shares to the Company’s Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Shareholders and based on the Court’s approval of the Arrangement; (x) that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; and (jxi) for such other matters as Canopy or the Purchaser and the Company may reasonably requireagree upon, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayedacting reasonably. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before January 22, 2018, the Company shall apply in a manner reasonably acceptable to the Purchaser Parent and Canopy the Purchaser, pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser Parent and Canopythe Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a1) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b2) for confirmation of the record date for the Company Meeting referred to in Section 2.3(5); (3) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be the affirmative vote of: (a) not less than (i) 66 2/3662/3% of the votes cast on the Resolution Arrangement Resolution: (i) by Company Securityholders, voting together as a single class, present in person or represented by proxy at the Company Floating Meeting, and (ii) by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (iib) if applicable, a simple majority of the votes cast on attached to the Resolution Common Shares held by such Company Floating Shareholders, Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the votes cast Common Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c4) that that, subject to the foregoing and the terms of the Interim Order, the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d5) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f7) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company if required by this Agreement or otherwise with the consent of the Parent and the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of 8) that the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, Company Meeting unless required by Securities Laws; andLaw; (j9) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Parent and the Purchaser's intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities the Consideration Shares and Replacement Options, as applicable, to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating SecuritiesArrangement, based on the “U.S. Subject Securities”), following a hearing and after consideration Court's approval of the substantive Arrangement; and (10) for such other matters as the Parent and procedural terms and conditions thereofthe Purchaser may reasonably require.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3(1), the Company shall apply to the Court in a manner reasonably acceptable to both the Company and the Purchaser and Canopy pursuant to Section 291(1)(b) Chapter XVI – Division II of the BCBCA QBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a1) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) the favourable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders holders of Shares present in person or represented by proxy and entitled to vote at the Meeting; Meeting and (ii) if required, the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholdersholders of Shares present in person or represented by proxy at the Meeting (excluding for the purposes of clause (ii), excluding the votes cast attached to Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101); (c3) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (d4) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting and who remain registered Shareholders prior to the deadline for exercising Dissent Rights, as contemplated in accordance with the BCBCAPlan of Arrangement; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g6) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Meeting or obtaining any vote of the Shareholders and that notice of any such adjournment(s) or postponement(s) shall be given by such method as the Board may determine is appropriate in the circumstances; (h7) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (i) 8) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities LawsLaw; and (j9) for such other matters as Canopy may be reasonably required or requested by the Purchaser or the Company may reasonably requireCompany, subject to obtaining the prior consent of such other Partythe Parties, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, and in any event in sufficient time to permit the SEC for review Company Meeting to be held in accordance with Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person (or virtually) or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by such Shareholders present in person (or virtually) or represented by proxy and entitled to vote at the Company Floating ShareholdersMeeting, excluding the for this purpose votes cast attached to Common Shares held by “related parties” any Purchaser Party and “interested parties” as defined under any other Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that that, in all other respects, other than as may be ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents relating to of the holding of a meeting of Company Floating ShareholdersCompany, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser, acting reasonably, as required by Law or in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) for confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting (which shall be fixed and published by the Company in accordance consultation with the Interim Order; (iPurchaser) and that the such record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; andLaw; (jh) for such other matters as Canopy the Company or the Company Purchaser may reasonably require, subject to obtaining each with the prior written consent of such other Partythe other, such consent not to be unreasonably withheld withheld, conditioned or delayed.; and (2i) In seeking the Interim Order, that the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to Meeting may be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofan entirely virtual meeting or hybrid meeting whereby Shareholders may join virtually.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) The notice of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application motion for the Interim Order, which must Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the class or classes (if applicable) of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be providedprovided (including the Company Shareholders and the Company Warrant Holder and, if required by applicable Law or the Interim Order, the holders of the Company Options, Company RSUs and Company PSUs); (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/32⁄3% of the votes cast on the Arrangement Resolution by Company Shareholders and the Company Floating Shareholders Warrant Holder (voting together as a single class) present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required by MI 61-101, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersShareholders present in person or represented by proxy at the Company Meeting, excluding the votes cast Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if any (together, the “Requisite Vote”); (c) that that, subject to Section 6.1(a), the Company Meeting may be adjourned or postponed from time to without the need for additional approval of the Court; (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Articles of Amalgamation or By-laws or equivalent organizational documents (the “Organizational Documents”) of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the rights of dissent in respect of the Arrangement described in Article 5 of the Plan of Arrangement (the “Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights”); (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of receive material and to vote at the Company Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of such other Partythe other, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties and subject to rely upon the exemption from registration provided approval by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, and in any event in sufficient time to permit the SEC for review Company Meeting to be held by the date specified in Section 1.3(b), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy Buyer pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyBuyer, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for confirmation of the record date in respect of the Company Meeting; (c) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (cd) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersconstating documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of that, except as required by Law, the record date for the purposes holders of determining the Company Floating Shareholders Shares entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy or the Company Buyer may reasonably require, subject to obtaining the prior written consent of such other Partythe Company, such consent not to be unreasonably withheld or delayedacting reasonably. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim OrderOrder or other order of the Court, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponements of the Company Meeting, unless required by Securities LawsLaw or with the prior written consent of the Purchaser; (i) that the Company Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Shareholders may join virtually; and (j) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the practicable, Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy Newmarket, acting reasonably, pursuant to Section 291(1)(b) of the BCBCA and, CBCA and in cooperation with the Purchaser and CanopyNewmarket, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that fix the required level of approval (the “Required Shareholder Approval”) record date for the Resolution shall be not less than (i) 66 2/3% purposes of the votes cast on the Resolution by determining the Company Floating Shareholders present in person or represented by proxy and entitled to receive notice of and vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the requisite approval for the Company Arrangement Resolution shall be at least two-thirds of the votes cast by the Company Shareholders present in person or by proxy at the Company Meeting plus any minority approval if so required pursuant to MI 61-101 (the “Company Shareholder Approval”); (d) that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersconstating documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights only to the Company Floating Shareholders in accordance with the BCBCAwho are registered Company Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with subject to the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Act, with respect to the issuance of all Issued Securities the Consideration, the Newmarket Replacement Options and the Newmarket Replacement SAS Options to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that Arrangement; and (i) for such other matters as Newmarket and/or Company may reasonably require, subject to obtaining the Arrangement is fair and reasonable prior consent of Company and/or Newmarket, respectively, such consent not to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofunreasonably withheld or delayed.

Interim Order. (1The application referred to in Section 2.2(a) As soon as reasonably practicable after the Circular is submitted to the SEC for review shall, unless the Company shall apply in a manner reasonably acceptable to and the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA andotherwise agree, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application for include a request that the Interim Order, which must Order provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for a record date for the Resolution purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting of not later than July 31, 2016 (which date shall be not less than (i) 66 2/3% of the votes cast on the Resolution fixed and published by the Company Floating Shareholders present in person or represented by proxy consultation with the Purchaser and entitled to vote at which may be changed with the Meeting; and (ii) a simple majority consent of the votes cast on the Resolution by such Company Floating ShareholdersParties, excluding the votes cast by “related parties” and “interested parties” acting reasonably, if required as defined under MI 61-101a result of clearing SEC comments); (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (id) that the record date for the Company Floating Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting; (e) that the requisite and sole approvals of the Arrangement Resolution will be at least 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting; (f) that in all other respects, unless required by Securities Lawsthe terms, conditions and restrictions of the Company’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters shall apply with respect to the Company Meeting; (g) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ji) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Act, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Shareholders with respect to the issuance of all Issued Securities the Share Consideration in exchange for Company Shares to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement to implement the transactions contemplated hereby in respect of the Company Shareholders who are resident in the United States, and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company Floating Securities, shall also request that the “U.S. Subject Securities”), following a hearing and after consideration of Interim Order provide for such other matters as the substantive and procedural terms and conditions thereofPurchaser may reasonably require.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (ai) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) that the required requisite level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than the affirmative vote of (ia) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Common Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (iib) if, and to the extent required, a simple majority of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Resolution Company Meeting excluding for this purpose votes attached to Common Shares held by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101101 – Protection of Minority Security Holders in Special Transactions; (ciii) that that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Company Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (div) for the grant of the Dissent Rights to Company Floating those Common Shareholders who are registered Common Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hvii) for confirmation of the record date for the purposes of determining the Company Floating Common Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (iviii) that the record date for the Company Floating Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Securities LawsLaw or the Court; and (jix) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such other Partythe other, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties and subject to rely upon the exemption from registration provided approval by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review Meeting to be convened in accordance with Section 2.3, the Company Corporation shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a1) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less (a) at least and no more than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Meeting voting together as a single class, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating Shareholdersthe Shareholders present in person or represented by proxy at the Meeting voting together as a single class, excluding the for this purpose votes cast attached to Shares held by “related parties” and “interested parties” as defined under MI Persons described in items (a) through (d) of section 8.1(2) of Regulation 61-101; (c3) that that, in all other respects, the terms, restrictions and conditions of the Company’s Corporation' Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (d4) for the grant of the Dissent Rights to Company Floating those Shareholders who are registered Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g6) that the Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (h7) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (i) 8) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and; (j9) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. United States Securities Act of 1933 with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders Purchaser Shares or any other distribution pursuant to the Arrangement Arrangement, based and conditioned on the Court’s 's approval of the Arrangement and its determination that Arrangement; and (10) for such other matters as the Arrangement is fair and reasonable Purchaser may reasonably require, subject to obtaining the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration prior consent of the substantive and procedural terms and conditions thereofCorporation, such consent not to be unreasonably conditioned, withheld or delayed.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted to the SEC for review execution of this Agreement, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) 195 of the BCBCA and, in cooperation with the Purchaser YBCA and Canopy, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3at least 662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution by such the Company Floating ShareholdersShareholders present or represented by proxy at the Company Meeting, excluding for this purpose the votes cast in respect of Company Shares held or controlled by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (c) that the Company Meeting be held as a hybrid shareholder meeting and that Company Shareholders who participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (dg) for the grant of the Dissent Rights to registered holders of Company Floating Shareholders Shares as set forth in accordance with the BCBCAPlan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hi) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of receive meeting materials and to vote at the Company Meeting; (j) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in the Yukon) prior to the Company Meeting, subject to waiver by the Company in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice terms of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Lawsthis Agreement; and (jk) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of such the other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted date hereof, but in any event not later than September 13, 2016, the Corporation shall apply to the SEC for review the Company shall apply Court in a manner reasonably acceptable to the Purchaser and Canopy Acquiror, acting reasonably, pursuant to Section 291(1)(b) section 192 of the BCBCA Act and, in cooperation with the Purchaser and CanopyAcquiror, prepare, file and diligently pursue an application for the Interim Order, which must provideOrder providing, among other things: (a) for the calling and holding of the Meeting; (b) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bc) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3at least 662/3% of the votes cast on the Arrangement Resolution by the Company Floating Securityholders present in person or represented by proxy at the Meeting voting as a single class and, in the case of Warrantholders, on an “as exercised” basis; and (ii) to the extent required, a majority of the votes attached to Common Shares, voting as a separate class, held by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the for this purpose votes cast attached to such Common Shares and Warrants held by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (cd) that that, subject to the termsforegoing and in all other respects, restrictions the terms and conditions of the CompanyCorporation’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other mattersrequirements, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (de) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance Corporation with the consent of the Acquiror subject to the terms of this Agreement without the need for additional approval of the Court; (h) for confirmation of the record date for of the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order;Meeting; and (i) that the record date for the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities applicable securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As The Company agrees that as soon as reasonably practicable after the Circular is submitted date hereof, and in any event in sufficient time to hold the SEC for review Company Meeting in accordance with Section 2.3, the Company shall apply in a manner reasonably acceptable to Purchaser Parent and the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA BCA and, in cooperation with Purchaser Parent and the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution , together with, if required by such Company Floating ShareholdersMI 61-101, excluding the votes cast by “related parties” and “interested parties” as defined under minority approval in accordance with MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders in accordance with the BCBCAwho are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation for the fixing of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of Meeting and to vote at the Meeting in accordance with the Interim Order; (i) that the such record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy or Purchaser Parent and the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Floating Meeting; and (ii) if required under Securities Laws, a simple majority of the votes attached to Company Shares voting as a single class held by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and Company Meeting excluding for this purpose votes attached to Company Shares held by persons described in items (iia) a simple majority through (d) of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders in accordance with the BCBCAwho are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (ji) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s 's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Company Floating Securityholders Arrangement (collectively, the "Subject Securities") to whom Issued Securities will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration considering of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have the right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (b) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Floating Meeting; (ii) if required under Securities Laws, a simple majority of the votes attached to Company Shares voting as a single class held by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and Company Meeting excluding for this purpose votes attached to Company Shares held by persons described in items‌ (iia) a simple majority through (d) of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the CSE; (c) that the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities LawsLaws or with the prior written consent of the Purchaser; and (ji) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of all Arrangement Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s 's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Company Securityholders whose rights are affected by the Company Floating Securityholders Arrangement (collectively, the "Subject Securities") to whom Issued Securities will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration considering of the substantive and procedural terms and conditions thereof.thereof.‌

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) The notice of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application motion for the application referred to in Section 2.2(a) shall request that the Interim Order, which must Order provide, among other things: (a) for that the class of persons to whom notice is to be provided in respect of the Arrangement and the Etruscan Meeting (which shall be the Company Floating Shareholders) Etruscan Shareholders and for the manner in which that such notice is to be providedprovided to the Etruscan Shareholders in a manner consistent with the NSCA and NI 54-101; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than by (i) 66 2/3% three quarters of the votes cast on the Arrangement Resolution by Etruscan Shareholders present in person or by proxy at the Company Floating Etruscan Meeting, voting as a single class; and (ii) a majority of the votes cast on the Arrangement Resolution by Etruscan Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority Etruscan Meeting in accordance with the minority approval requirements of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding constating documents of a meeting of Company Floating ShareholdersEtruscan, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Etruscan Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Etruscan Meeting may be adjourned or postponed from time to time by the Company Etruscan in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (ig) that the record date for the Company Floating Etruscan Shareholders entitled to notice of and to vote at the Etruscan Meeting will shall not change in respect of any adjournment(s) or postponement(s) of the Etruscan Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayedapplicable Law. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. As promptly as reasonably practicable following the execution of this Agreement, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA, to schedule the Interim Order hearing with the Court for a date on or about the 15th calendar day immediately following the date of filing of the Purchaser Proxy Statement with the U.S. Securities and Exchange Commission (1“U.S. SEC”); provided that the Company shall reschedule such hearing if the SEC Clearance is not obtained (or not obtainable) As by the third business day prior to the date of the Interim Order hearing; provided further that in the event such hearing is rescheduled, the Company shall use commercially reasonable efforts to reschedule such hearing to occur as soon as reasonably practicable after following the Circular is submitted receipt of SEC Clearance, in each case subject to the SEC for review availability of the Court and subject to and in accordance with the requirements of NI 54-101 with respect to the Company Meeting. Notwithstanding the foregoing, the Company shall apply in not be required to schedule the Interim Order hearing for a manner reasonably acceptable date prior to the Purchaser and Canopy pursuant to Section 291(1)(b) 30th day following the date of the BCBCA and, in cooperation with the Purchaser and Canopy, this Agreement. The Company shall prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class class(es) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (c) that the required level record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment(s) or postponement(s) of the Company Meeting; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval (collectively, the “Required Company Shareholder Approval”) for the Arrangement Resolution shall be not less than at least: (i) 66 2/3% 66⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) , voting as a simple majority of the votes cast on the Resolution by such Company Floating Shareholderssingle class, excluding excluding, for this purpose, the votes cast by “related parties” and “interested parties” as defined under those Persons whose votes are required to be excluded by MI 61-101; (cf) that that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersconstating documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the MeetingCompany Meeting unless otherwise ordered by the Court; (dg) for the grant of the Dissent Rights to the Company Floating Shareholders who are registered Company Shareholders as of the record date for the Company Meeting, as contemplated in accordance with the BCBCAPlan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement or as otherwise agreed in writing between the Parties without the need for additional approval of the Court; (hj) confirmation that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the record date U.S. Securities Act from the registration requirements of the U.S. Securities Act for the purposes issuance of determining Consideration Shares pursuant to the Company Floating Shareholders Plan of Arrangement, subject to and conditioned upon the Court’s approval of the Arrangement and determination following a hearing at which each Person entitled to notice receive Consideration Shares pursuant to the Plan of Arrangement has the right to appear and to vote at the Meeting be heard in accordance with the procedures set out in the Interim Order; (i) Order that the record date for the Company Floating Shareholders entitled Arrangement is substantively and procedurally fair and reasonable to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Lawseach such Person; and (jk) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1a) As soon promptly as reasonably practicable after the Circular is submitted to the SEC for review the date hereof, Company shall apply apply, in a manner reasonably acceptable to Acquiror, to the Purchaser and Canopy pursuant to Court under Section 291(1)(b) 192 of the BCBCA Canada Business Corporations Act (the “CBCA”) and, in cooperation with the Purchaser and CanopyAcquiror, prepare, file and diligently pursue an application application, for the Interim Order, which must provide, shall provide (among other things:): (ai) for the class of persons to whom notice is to shall be provided in respect of the proposed arrangement under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan of Arrangement (the “Arrangement”) and the Company Special Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to shall be provided; (bii) that the required level of requisite approval (the “Required Company Requisite Shareholder ApprovalVote”) for the Arrangement Resolution shall be not less than (i) 66 2/32⁄3% of the votes cast on the Arrangement Resolution by the those holders of Company Floating Shareholders Common Shares present in person or represented by proxy and entitled to vote at the Company Special Meeting; and (ii) a simple majority of , each Company Common Share entitling the votes cast holder thereof to one vote on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101Arrangement Resolution; (ciii) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to constating documents as in effect as of the holding date of a meeting of Company Floating Shareholdersthis Agreement, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Special Meeting; (div) for the grant of the Dissent Rights to registered holders of Company Floating Shareholders Common Shares as set forth in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Special Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hvii) confirmation of the record date for the purposes of determining the registered holders of Company Floating Shareholders Common Shares entitled to receive notice of of, and to vote at at, the Meeting in accordance with the Interim Order; (i) Company Special Meeting, and that the record date for the registered holders of Company Floating Shareholders Common Shares entitled to notice of of, and to vote at at, the Company Special Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Special Meeting, unless except as required by Securities Laws; andapplicable Law; (jviii) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Acquiror’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Acquiror securities (collectively, the “Acquiror Issued Securities Securities”) to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that of the Arrangement is fair and reasonable fairness of the Arrangement; and (ix) subject to the consent of Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”consent not to be unreasonably withheld), following a hearing and after consideration of the substantive and procedural terms and conditions thereoffor such other matters as Acquiror may reasonably require.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event in sufficient time to permit the SEC for review the Company Meeting to be convened in accordance with Section 2.3, Corporation shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 192 of the BCBCA CBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Corporation's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (d) for the grant of the Dissent Rights to Company Floating those Shareholders in accordance with the BCBCAwho are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that, except as required by applicable Law, the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior written consent of such other PartyCorporation, such consent not to be unreasonably withheld or delayedacting reasonably. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1a) As Subject to the terms of this Agreement, as soon as reasonably practicable after practicable, but in any event in sufficient time to hold the Circular is submitted to the SEC for review Company Meeting in accordance with Section 2.5(a), the Company shall apply to the Court, pursuant to Section 192(3) of the CBCA, for the Interim Order in a manner and form reasonably acceptable to the Purchaser Purchaser, and Canopy pursuant to Section 291(1)(b) of the BCBCA and, thereafter in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must . (b) The application referred to in Section 2.3(a) shall request that the Interim Order provide, among other things: (ai) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (iA) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Company Meeting and (iiB) a simple majority of the votes cast on the Arrangement Resolution by such the Public Shareholders present in person or represented by proxy at the Company Floating Shareholders, excluding Meeting (the votes cast by “related parties” and “interested parties” as defined under MI 61-101Required Vote”); (ciii) that in all other respects the terms, restrictions and conditions of the Company’s Constating Documents relating to of the holding of a meeting of Company Floating ShareholdersCompany, including quorum requirements and all other mattersrequirements, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (div) for the grant of the Dissent Rights to the Company Floating Shareholders who are registered holders of Common Shares as of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting, as contemplated in accordance with the BCBCAPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of circumstances contemplated by this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Company Meeting or obtaining any vote of the Company Shareholders; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (ivii) that the record date for the Company Floating Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws; and (jviii) for such other matters as Canopy or the Company and the Purchaser may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after The notice of motion for the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application motion for the Interim Order, which must Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for confirmation of the class record date for the Special Meeting; (b) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Special Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bc) for the grant of the Dissent Rights; (d) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than either: (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders holding Company Common Shares present in person or by proxy at the Special Meeting at which the requisite quorum of Company Floating Shareholders is present in person or represented by proxy and entitled to vote at the Meetingproxy; and or (ii) a simple majority all of the votes cast on Company Shareholders pursuant to a written resolution in lieu of the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101Special Meeting; (ce) that that, other than Holdco Approvals (which have already been obtained), no further approvals shall be required to be obtained from the shareholders of each of the Holdcos with respect to the Arrangement; (f) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersArticles and Bylaws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Special Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (eg) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (fh) that for such other matters as Parent may reasonably require subject to obtaining the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents prior consent of the Company;, such consent not to be unreasonably withheld or delayed; and (gi) that that, with the prior written consent of Parent, the Special Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to SEC Resolution Date, but in any event not later than three (3) Business Days after the SEC for review Resolution Date, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: : (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; ; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating (A) Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (B) Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, and 20 (ii) a simple majority of the votes cast on the Arrangement Resolution by such Shareholders present in person or represented by proxy and entitled to vote at the Company Floating ShareholdersMeeting, excluding the for this purpose votes cast attached to Company Securities held by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of section 8.1(2) of MI 61-101; ; (c) that that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; ; (d) for the grant of the Dissent Rights to Company Floating those Shareholders in accordance with the BCBCA; who are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; ; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the prior written consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; ; (hg) confirmation of that the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; and and (jh) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1a) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event, in sufficient time to permit the SEC for review Meeting to be convened and held in accordance with Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (ai) for the class classes of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) for a record date for purposes of determining Company Shareholders entitled to receive notice of and vote at the Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser); (iii) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (iA) 66 2/3% at least two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting, and (B) a majority of the votes cast on the Arrangement Resolution by Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding for purposes of (B) votes attached to Shares held by the votes cast by “related parties” Purchaser, its Affiliates and “interested parties” as defined under any other Person described in items (a) through (d) of Section 8.1(2) of MI 61-101101 (collectively (A) and (B), the “Required Shareholder Approval”); (civ) that that, in all other respects, other than as may be ordered by the Court, the terms, restrictions and conditions of the Company’s Company Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Meeting; (dv) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvii) that the deadline for submission of proxies by the Company Shareholders for the Meeting may shall be held in-person48 hours (excluding Saturdays, virtually or Sundays and statutory holidays in any other manner permitted Vancouver, British Columbia) prior to the Meeting, subject to waiver by applicable Law and the Constating Documents Company in accordance with the terms of the Companythis Agreement; (gviii) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (hix) confirmation for such other matters as the Company and the Purchaser may reasonably require (each with the prior written consent of the record date for other, such consent not to be unreasonably withheld, conditioned or delayed). (b) The Company shall request from the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with Court that the Interim Order; (i) Order include a provision that the record date for the Company Floating Shareholders Persons entitled to receive notice of and to vote at the Meeting will not change in respect as a result of any adjournment(s) adjournment or postponement of the Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2c) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders Purchaser Shares pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofArrangement.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the The Company shall apply in a manner reasonably acceptable to the Purchaser SPAC, and Canopy by such date as necessary in order to comply with the timeline for the Company Meeting provided in Section 2.3, pursuant to Section 291(1)(b) 288 of the BCBCA and, in cooperation with the Purchaser and CanopySPAC, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and ; (ii) if required under MI 61-101, a simple majority of the votes cast on such resolution by the Resolution by Company Shareholders (other than the Company Shareholders excluded for purpose of such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined vote under MI 61-101) present in person or represented by proxy at the Company Meeting, voting in accordance with Part 8 of MI 61-101 or any exemption therefrom; (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties may agree are required to rely upon complete the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofArrangement.

Interim Order. (1) As soon as reasonably practicable after following the Circular is submitted to the SEC for review execution of this Agreement, the Company shall apply shall, in a manner reasonably acceptable to the Purchaser and Canopy Parent, acting reasonably, pursuant to Section 291(1)(b) 195 of the BCBCA and, in cooperation with the Purchaser and CanopyYBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval for the Arrangement Resolution (the “Required Shareholder Requisite Approval”) for the Resolution shall be not less than two-thirds of: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person Person or represented by proxy and entitled to vote at the MeetingCompany Meeting and voting as a single class; and and (ii) a simple majority of the votes cast on the Arrangement Resolution by such the Company Floating Shareholders, excluding Securityholders present in Person or represented by proxy at the votes cast by Company Meeting and voting as a single class (the “related parties” and “interested parties” as defined under MI 61-101Company Securityholder Approval”); (c) that that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholdersarticles and by-laws, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCARights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.;

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 18 2 of the BCBCA OBCA and, in cooperation c ooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) Meeti ng and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% two-thirds of the votes cast on the Resolution such resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101; (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unles s required by Law; (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholderss C¶onstating Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (de) for the grant of Dissent Right s to those Company Shareholders who are registered Company Shareholders as contemplated in the Dissent Rights to Company Floating Shareholders in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may m ay be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayedacting reasonably. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to SEC Resolution Date, but in any event not later than three (3) Business Days after the SEC for review Resolution Date, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 291 of the BCBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating (A) Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (B) Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, and (ii) a simple majority of the votes cast on the Arrangement Resolution by such Shareholders present in person or represented by proxy and entitled to vote at the Company Floating ShareholdersMeeting, excluding the for this purpose votes cast attached to Company Securities held by “related parties” and “interested parties” as defined under persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to Company Floating those Shareholders in accordance with the BCBCAwho are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the prior written consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that the record date for the purposes of determining the Company Floating Shareholders Securityholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; and (jh) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1a) As soon as reasonably practicable after following the Circular is submitted execution of this Agreement, L▇▇▇▇▇ shall apply to the SEC for review the Company shall apply Court in a manner reasonably acceptable to the Purchaser and Canopy HudBay, acting reasonably, pursuant to Section 291(1)(b) 192 of the BCBCA and, in cooperation with the Purchaser CBCA and Canopy, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (ai) for the class of persons to whom notice is to be provided in respect of the Arrangement and the L▇▇▇▇▇ Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating L▇▇▇▇▇ Shareholders present in person or represented by proxy and entitled to vote at the Meeting; L▇▇▇▇▇ Meeting and voting as a single class (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101L▇▇▇▇▇ Shareholder Approval”); (ciii) that that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersL▇▇▇▇▇ constating documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the L▇▇▇▇▇ Meeting; (div) for the grant of the Dissent Rights to Company Floating the L▇▇▇▇▇ Shareholders in accordance with the BCBCAwho are registered L▇▇▇▇▇ Shareholders; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the L▇▇▇▇▇ Meeting may be adjourned or postponed from time to time by the Company in accordance with management of L▇▇▇▇▇ subject to the terms of this Agreement without the need for additional approval of the Court;; and (hvii) confirmation of that the record date for the purposes of determining the Company Floating L▇▇▇▇▇ Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the L▇▇▇▇▇ Meeting will not change in respect of any adjournment(s) of the L▇▇▇▇▇ Meeting, unless required by Securities Laws; and (j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2b) In seeking the Interim Order, the Company L▇▇▇▇▇ shall advise the Court that it is the of its intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with to implement the transactions contemplated hereby in respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement L▇▇▇▇▇ Shareholders and its determination that holders of L▇▇▇▇▇ Options who are resident in the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofUnited States.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before February 15, 2021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things: (a) for the class persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c); (c) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3662/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) the affirmative vote of the holders of Company Debentures on the Arrangement Resolution representing a majority of the aggregate principal amount of the Company Debentures; and (iiiii) a simple majority of the votes cast on the Resolution any minority approval required by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101, if applicable; and (iv) any other shareholder approvals required by the CSE; (cd) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, shall (unless varied by the Interim Order, ) apply in respect of the Company Meeting; (de) for the grant of the Dissent Rights only to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (i) that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw; (j) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (jk) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of all Issued Securities the Company Shares and the Consideration Shares to be issued to the respective Company securityholders pursuant to the Arrangement to Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereofArrangement.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, but in any event on or before May 24, 2019, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and Canopythe incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) , voting together as a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101single class; (c) that that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersDocuments, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Floating Shareholders in accordance with the BCBCAwho are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hg) confirmation of that the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and; (jh) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities the Purchaser Shares to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that Arrangement; and (i) for such other matters as the Arrangement is fair and reasonable Purchaser may reasonably require, subject to obtaining the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration prior consent of the substantive and procedural terms and conditions thereofCompany, such consent not to be unreasonably withheld or delayed.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) section 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things: (a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% two-thirds of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and ; (ii) if, and to the extent required, a simple majority of the votes cast on the Arrangement Resolution by such Company Floating ShareholdersShareholders present in person or by proxy at the Company Meeting, excluding the for this purpose votes cast attached to Company Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; and (iii) if and to the extent required by the Court, such other approval of securityholders of the Company as may be required by the Court; (c) that that, subject to the terms, restrictions and conditions discretion of the Company’s Constating Documents relating Court, the Company Meeting may be held as a virtual- only or hybrid shareholder meeting and that Company Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (d) for the grant of the Dissent Rights only to those Company Floating Shareholders who are registered Company Shareholders as contemplated in accordance with the BCBCAPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (hg) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (ih) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Lawsthe Court; (i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (j) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such other Partythe other, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) The notice of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an originating application for the Interim Order, which must Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the class calling and holding of the SMART Meeting, including the confirmation of the Record Date for determining the classes of persons to whom notice is to be provided in respect of the Arrangement and the SMART Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level SMART Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each SMART Shareholder being entitled to one vote for each Common Share held; (c) that, subject to the approval of the Court, the requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution by the Voting Securityholders shall be not less than (i) at least 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders Voting Securityholders present in person or represented by proxy and entitled to vote at the Meeting; and SMART Meeting (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101Securityholders’ Vote”); (cd) that the terms, restrictions and conditions of the CompanySMART’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the SMART Meeting; (de) for the grant of the Dissent Rights to Company Floating registered SMART Shareholders in accordance with the BCBCAmanner contemplated in the Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the SMART Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy AcquisitionCo or the Company Purchaser may reasonably require, subject to obtaining the prior written consent of such other PartySMART, such consent not to be unreasonably withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. ‌ (1a) As soon as reasonably practicable after the Circular is submitted date of this Agreement, but in any event at a time so as to permit the SEC for review Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (ai) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be not less than (i) 66 2/3% of the votes cast on the Arrangement Resolution by the both (i) Company Floating Common Shareholders and (ii) Company Debentureholders, present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101;Meeting.‌ (ciii) that the terms, restrictions and conditions of the Company’s 's Constating Documents relating to the holding of a meeting of Company Floating ShareholdersCommon Shareholders and Company Debentureholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (div) for the grant of the Dissent Rights to those Company Floating Common Shareholders in accordance with the BCBCAwho are registered Company Common Shareholders; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (hvii) confirmation of the record date for the purposes of determining the Company Floating Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (iviii) that the record date for the Company Floating Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; and (jix) for such other matters as Canopy or the Company Purchaser may reasonably require, subject to obtaining the prior consent of such other Partythe Company, such consent not to be unreasonably withheld or delayed. (2b) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement Arrangement, based and conditioned on the Court’s 's approval of the Arrangement and its determination that that‌ the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Company Floating Securityholders Arrangement (collectively, the "Subject Securities") to whom Issued Securities will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”)Arrangement, following a hearing and after consideration considering of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon promptly as reasonably practicable after following the Circular is submitted execution of this Agreement so as to permit the SEC for review Shareholder Meeting to be held within the time set forth in Section 1.3(a), the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser and Canopy Purchaser, acting reasonably, pursuant to Section 291(1)(b) section 182 of the BCBCA OBCA and, in cooperation with the Purchaser and CanopyPurchaser, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things: (a) for the class or classes (if applicable) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Shareholder Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than be: (i) 66 2/3% 66⅔% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; Shareholder Meeting and (ii) a simple majority of the votes cast on by the Resolution by such Company Floating Shareholders, present in person or represented by proxy at the Shareholder Meeting, excluding for this purpose the votes cast attached to the Common Shares held by “related parties” and “interested parties” as defined under Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the Shareholder Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement without the need for additional approval of the Court; (d) unless required by Law or the Court, that the record date for Company Shareholders entitled to notice of and to vote at the Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Shareholder Meeting; (e) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating ShareholdersOrganizational Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, shall apply in respect of the Shareholder Meeting; (df) for the grant of the Dissent Rights to Company Floating Shareholders registered holders of the Common Shares as set forth in accordance with the BCBCAPlan of Arrangement; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order; (i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and (jh) for such other matters as Canopy the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of such the other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.