Common use of NOW, THEREFORE, BE IT RESOLVED Clause in Contracts

NOW, THEREFORE, BE IT RESOLVED. that the Merger Agreement and the form, terms and conditions of the Merger Agreement (including the allocation of the merger consideration and the escrow and indemnification obligations as set forth therein), and the transactions contemplated thereby (including the Merger), be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the Escrow Agreement and the form, terms and conditions of the Escrow Agreement, and the transactions contemplated thereby, be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the appointment of the Stockholders’ Representative under the Merger Agreement (including the rights, duties and obligations set forth in Article X of the Merger Agreement) be, and hereby is, approved, adopted, ratified and confirmed in all respects and the Stockholders’ Representative shall have full power and authority to act on behalf of the Stockholders in all matters relating to the Transaction Agreements, as set forth therein; and be it further RESOLVED, that the escrow and indemnification obligations of the Stockholders as set forth in each of the Transaction Agreements be, and hereby are, acknowledged, approved, adopted, confirmed and ratified in all respects and that the deposit of cash equal to the Escrow Amount into the Escrow Fund, be, and hereby is, acknowledged, approved, adopted, confirmed and ratified in all respects; and be it further RESOLVED, that the Company’s execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated thereby, including, without limitation, the Merger, are hereby authorized, ratified and approved and that any and all actions, whether previously or subsequently taken by the officers and directors of the Company, which are consistent with and in furtherance of the intent and purposes of the foregoing resolutions and the consummation of the transaction contemplated therein, shall be, and hereby are, in all respects, ratified and approved and that the Board and the officers of the Company be, and hereby are, authorized to take any such further actions as may be necessary or desirable to carry out the foregoing resolutions; and be it further APPROVAL OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION

NOW, THEREFORE, BE IT RESOLVED. that the Merger arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Skye Bioscience, Inc. (“SKYE”), Emerald Health Therapeutics, Inc. (“EHT”) and the securityholders of EHT, all as more particularly described and set forth in the proxy statement (the “Proxy Statement”) of SKYE dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms) is hereby authorized, approved and adopted; RESOLVED, FURTHER, that the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among SKYE and EHT dated May 11, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Proxy Statement, the actions of the directors of SKYE in approving the Arrangement and the Arrangement Agreement and the form, terms and conditions actions of the Merger directors and officers of SKYE in executing and delivering the Arrangement Agreement (including and any amendments thereto and causing the allocation performance by SKYE of the merger consideration its obligations thereunder are hereby confirmed, ratified, authorized and the escrow and indemnification obligations as set forth therein), and the transactions contemplated thereby (including the Merger), be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the Escrow Agreement and the formFURTHER, terms and conditions of the Escrow Agreement, and the transactions contemplated thereby, be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the appointment of the Stockholders’ Representative under the Merger Agreement (including the rights, duties and obligations set forth in Article X of the Merger Agreement) be, and hereby is, approved, adopted, ratified and confirmed in all respects and the Stockholders’ Representative shall have full power and authority to act on behalf of the Stockholders in all matters relating to the Transaction Agreements, as set forth therein; and be it further RESOLVED, that the escrow and indemnification obligations of the Stockholders as set forth in each of the Transaction Agreements be, and hereby are, acknowledged, approved, adopted, confirmed and ratified in all respects and that the deposit of cash equal to the Escrow Amount into the Escrow Fund, be, and hereby is, acknowledged, approved, adopted, confirmed and ratified in all respects; and be it further RESOLVED, that the Company’s execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated thereby, including, without limitation, the Merger, are hereby authorized, ratified and approved and that any and all actions, actions whether previously or subsequently taken by the officers and directors of the CompanySKYE, which are consistent with and in furtherance of the intent and purposes of the foregoing resolutions and the consummation of the transaction transactions contemplated therein, therein shall be, and hereby are, in all respects, ratified and ratified, approved and confirmed. 328972.00001/116443569.20 Schedule “D” EHT REALIZATION PROCESS Pursuant to the announcement of EHT on November 29, 2021 that it is exiting the Board and cannabis industry, EHT has undertaken, or may undertake the officers following transactions (together with all actions necessary in connection with the completion of such transactions) in connection with such process prior to completion of the Company be, and hereby are, authorized to take any such further actions as may be necessary or desirable to carry out the foregoing resolutions; and be it further APPROVAL OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONArrangement:

NOW, THEREFORE, BE IT RESOLVED. that the Merger Agreement Company is hereby authorized to remove the Current Trustee as paying agent for the Company for the payment of principal and the forminterest with respect to any debt securities issued thereunder, terms and conditions of the Merger Agreement (including the allocation Notes, as registrar and transfer agent for the purpose of registering the merger consideration ownership and the escrow and indemnification obligations as set forth therein)transfer of such debt securities, and a depositary custodian with respect to the transactions contemplated thereby (including Notes held in global form and to cause Deutsche Bank Trust Company Americas to succeed as paying agent, security registrar, authenticating agent and depositary custodian under the Merger), be Indenture and hereby are, approved, adopted, ratified and confirmed in all respectsany subsequent supplemental indentures thereto; and be it further FURTHER RESOLVED, that the Escrow Agreement and the form, terms and conditions upon removal of the Escrow AgreementCurrent Trustee, Deutsche Bank Trust Company Americas be and it hereby is appointed as trustee, and successor to the transactions contemplated therebyCurrent Trustee, be under the Indenture and hereby areany subsequent supplemental indentures thereto (the “New Trustee”), approvedas paying agent for the Company for the payment of principal and interest with respect to any debt securities issued thereunder, adoptedincluding the Notes, ratified as registrar and confirmed transfer agent for the purpose of registering the ownership and transfer of such debt securities, and a depositary custodian with respect to the Notes held in all respectsglobal form; and be it further FURTHER RESOLVED, that if such New Trustee shall require certain resolutions to be adopted by the appointment Board to evidence the authority conferred upon it by these resolutions, any of the Stockholders’ Representative under the Merger Agreement (including the rights, duties and obligations set forth in Article X of the Merger Agreement) beAuthorized Officers, and each of them individually hereby is, approvedauthorized, adopted, ratified in the name and confirmed in all respects and the Stockholders’ Representative shall have full power and authority to act on behalf of the Stockholders in all matters relating Company, to prepare and certify the appropriate form of resolutions so required, and such resolutions shall thereupon be incorporated and adopted by reference herein to the Transaction Agreementssame extent as if presented to and adopted by the Board, as set forth thereinand the Secretary of the Company is directed to file a copy of any such resolutions with this consent; and be it further FURTHER RESOLVED, that the escrow and indemnification obligations of the Stockholders as set forth in each of the Transaction Agreements be, and hereby are, acknowledged, approved, adopted, confirmed and ratified in all respects and that the deposit of cash equal to the Escrow Amount into the Escrow Fund, be, and hereby is, acknowledged, approved, adopted, confirmed and ratified in all respects; and be it further RESOLVED, that the Company’s execution, delivery and performance Authorized Officers of the Merger Agreement, Company is hereby authorized in the name and the consummation of the transactions contemplated thereby, including, without limitation, the Merger, are hereby authorized, ratified and approved and that any and all actions, whether previously or subsequently taken by the officers and directors on behalf of the Company, which are consistent with to make or cause to be made, and in furtherance to execute and deliver, all such additional agreements, documents, instruments and certifications, including but not limited to the Agreement of Removal, Appointment and Acceptance by and among the Company, the Current Trustee and the New Trustee, amended and restated global notes relating to each of the Notes, authorization certificate, notices to holders of the Notes, any certificate required under the Indenture and any supplemental indenture to effectuate succession of the New Trustee as trustee under the Indenture and any supplemental indenture, and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such Authorized Officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent and of the foregoing resolutions; FURTHER RESOLVED, that for purposes of the foregoing resolutions and resolutions, the consummation of the transaction contemplated therein, shall be, and hereby are, in all respects, ratified and approved and that the Board and the officers Authorized Officers of the Company beshall be the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and hereby areSecretary of the Company (each, authorized to take any such further actions as may be necessary or desirable to carry out an “Authorized Officer” and collectively, the foregoing resolutions“Authorized Officers”); and be it further APPROVAL OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONand

NOW, THEREFORE, BE IT RESOLVED. that the Merger Agreement Company is hereby authorized to remove the Current Trustee as paying agent for the Company for the payment of principal and the forminterest with respect to any debt securities issued thereunder, terms and conditions of the Merger Agreement (including the allocation Notes, as registrar and transfer agent for the purpose of registering the merger consideration ownership and the escrow and indemnification obligations as set forth therein)transfer of such debt securities, and a depositary custodian with respect to the transactions contemplated thereby (including the Merger), be and hereby are, approved, adopted, ratified and confirmed Notes held in all respectsglobal form; and be it further FURTHER RESOLVED, that the Escrow Agreement and the form, terms and conditions upon removal of the Escrow AgreementCurrent Trustee, Truist Bank be and it hereby is appointed as trustee, and successor to the transactions contemplated therebyCurrent Trustee, be under the Indenture and hereby areany subsequent supplemental indentures thereto (the “New Trustee”), approvedas paying agent for the Company for the payment of principal and interest with respect to any debt securities issued thereunder, adoptedincluding the Notes, ratified as registrar and confirmed transfer agent for the purpose of registering the ownership and transfer of such debt securities, and a depositary custodian with respect to the Notes held in all respectsglobal form; and be it further FURTHER RESOLVED, that if such New Trustee shall require certain resolutions to be adopted by the appointment Board to evidence the authority conferred upon it by these resolutions, any of the Stockholders’ Representative under the Merger Agreement (including the rights, duties and obligations set forth in Article X of the Merger Agreement) beAuthorized Officers, and each of them individually hereby is, approvedauthorized, adopted, ratified in the name and confirmed in all respects and the Stockholders’ Representative shall have full power and authority to act on behalf of the Stockholders in all matters relating Company, to prepare and certify the appropriate form of resolutions so required, and such resolutions shall thereupon be incorporated and adopted by reference herein to the Transaction Agreementssame extent as if presented to and adopted by the Board, as set forth thereinand the Secretary of the Company is directed to file a copy of any such resolutions with this consent; and be it further FURTHER RESOLVED, that the escrow and indemnification obligations of the Stockholders as set forth in each of the Transaction Agreements be, and hereby are, acknowledged, approved, adopted, confirmed and ratified in all respects and that the deposit of cash equal to the Escrow Amount into the Escrow Fund, be, and hereby is, acknowledged, approved, adopted, confirmed and ratified in all respects; and be it further RESOLVED, that the Company’s execution, delivery and performance Authorized Officers of the Merger Agreement, Company is hereby authorized in the name and the consummation of the transactions contemplated thereby, including, without limitation, the Merger, are hereby authorized, ratified and approved and that any and all actions, whether previously or subsequently taken by the officers and directors on behalf of the Company, which are consistent with to make or cause to be made, and in furtherance to execute and deliver, all such additional agreements, documents, instruments and certifications, including but not limited to any certificate required under the Indenture and any supplemental indenture to effectuate succession of the New Trustee as trustee under the Indenture and any supplemental indenture, and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such Authorized Officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent and of the foregoing resolutions; FURTHER RESOLVED, that for purposes of the foregoing resolutions and resolutions, the consummation of the transaction contemplated therein, shall be, and hereby are, in all respects, ratified and approved and that the Board and the officers Authorized Officers of the Company beshall be the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and hereby areSecretary of the Company (each, authorized to take any such further actions as may be necessary or desirable to carry out an “Authorized Officer” and collectively, the foregoing resolutions“Authorized Officers”); and be it further APPROVAL OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONand