Common use of The Circular Clause in Contracts

The Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15, 2020, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of Circular; and (ii) the Amendment Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Amendment Interim Order and Law. (2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to any information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser and is included in the Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. (3) The Company shall not be responsible for any information regarding the Purchaser in the Circular provided in writing by the Purchaser for inclusion therein. The Purchaser shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation contained in any such information regarding the Purchaser included in the Circular that was provided by the Purchaser in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity to the extent based on such Misrepresentation or any alleged Misrepresentation. (4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser promptly after it receives any request by the SEC for amendment of the Circular or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Circular, and the Company agrees to permit the Purchaser and its outside counsel, to participate in all meetings and conferences with the SEC. (5) Prior to mailing the Circular (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give the Purchaser and its legal counsel a reasonable opportunity, and in any event not less than three Business Days, to review and comment on all drafts of the Circular and other related documents including submissions of the Company provided in response to any comments of the SEC with respect to the Circular, shall give reasonable consideration to any comments made by the Purchaser and its counsel, and consider in good faith including in such document or response all comments reasonably and promptly proposed by the Purchaser, provided that any information describing the Purchaser, the terms of the Amended Arrangement and/or the Amended Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Company Shareholders. (6) To the extent required by applicable Law, the Company shall, in consultation with the Purchaser and the Purchaser’s counsel, promptly file or furnish with the applicable Securities Authorities, CSE and SEC, and disseminate to each Company Shareholder and other Person as required by the Amendment Interim Order and applicable Law, any supplement or amendment to the Circular if any event will occur which requires such action at any time prior to the Meeting. (7) Without limiting the generality of the foregoing, the Circular must include: (a) a copy of the New Fairness Opinion; (b) a statement that the Special Committee and the Company Board have received the New Fairness Opinion; (c) a statement that the Special Committee has unanimously determined, after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Shareholders; (ii) the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Special Committee recommends that the Company Shareholders vote in favour of the Resolution and the rationale for that recommendation; (d) a statement (the “Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Shareholders; (ii) the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Resolution and the rationale for that recommendation, and (e) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Shares in favour of the Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith. (8) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 10 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and reasonably requested by the Company in writing for inclusion in the Circular or in any amendments or supplements to such Circular, or any other related documents. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Purchaser Shares. The Company and the Purchaser shall use their reasonable best efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (9) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Amendment Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the SEC or any other Governmental Entity as required. (10) The Company shall promptly advise the Purchaser of any material communication (written or oral) received by the Company from the CSE, the SEC or any other Securities Authorities or Governmental Entity in connection with the Circular.

The Circular. (1) The Company shall promptly prepare and complete, in consultation with the PurchaserCanopy, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15November 30, 20202022, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of the Circular; and (ii) the Amendment date of the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law. (2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to except with respect to: (i) any information with respect to the Purchaser or Canopy that is furnished in writing by or on behalf of the Purchaser or Canopy, as applicable, and is included in the Circular; and (ii) any information with respect to the Purchaser or Canopy that is required to be included in the Circular but is not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable) and provides the Company Floating Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. (3) The Company shall not be responsible for any information regarding the Purchaser or Canopy in the Circular provided in writing by the Purchaser or Canopy, as applicable, for inclusion therein, or information regarding the Purchaser or Canopy required to be included in the Circular but not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable. The Purchaser ▇▇▇▇▇▇ shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation Misrepresentation: (i) contained in any such information regarding the Purchaser or Canopy, included in the Circular that was provided by the Purchaser or Canopy, as applicable, in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity Entity; or (ii) constituted by the failure of the Purchaser or Canopy to furnish in writing for inclusion in the Circular information regarding the Purchaser or Canopy required to be included in the Circular following the written request for such information from Canopy or the Purchaser, as applicable; to the extent based on such Misrepresentation or any alleged Misrepresentation. (4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser Canopy promptly after it receives any request by the SEC for amendment of the Circular or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Circular, and the Company agrees to permit the Purchaser Purchaser, Canopy and its their respective outside counsel, to participate in all meetings and conferences with the SEC. (5) Prior to each of (i) filing the preliminary Circular with the SEC, (ii) responding to any comments of the SEC with respect to the Circular; and (iii) mailing the Circular (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto), the Company shall give the Purchaser Purchaser, Canopy and its their respective legal counsel a reasonable opportunity, and in any event not less than three Business DaysDays (or two Business Days in respect of comments from the SEC), to review and comment on all drafts of the Circular and other related documents including submissions of the Company provided in response to any comments of the SEC with respect to the Circular, shall give reasonable consideration to any comments made by the Purchaser Purchaser, Canopy and its their respective counsel, and consider in good faith including in such document or response all comments reasonably and promptly proposed by the PurchaserPurchaser or Canopy, as applicable, provided that any information describing the Purchaser, Canopy, the terms of the Amended Arrangement and/or the Amended Plan of Arrangement must be in a form and content satisfactory to the PurchaserCanopy, acting reasonably. The Company shall provide the Purchaser and Canopy with a final copy of the Circular prior to its mailing to the Company Floating Shareholders. (6) To the extent required by applicable Law, the Company shall, in consultation with the Purchaser Purchaser, Canopy and the Purchaser’s their respective counsel, promptly file or furnish with the applicable Securities Authorities, CSE and SEC, and disseminate to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law, any supplement or amendment to the Circular if any event will occur which requires such action at any time prior to the Meeting. (7) Without limiting the generality of the foregoing, the Circular must include: (a) a copy of the New Fairness OpinionOpinions; (b) a statement that the Company Special Committee and the Company Board have received the New Fairness OpinionOpinions; (c) a statement that the Company Special Committee has unanimously determined, after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Special Committee recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation; (d) a statement (the “Board Recommendation”) that the Company Board has unanimously determined (with directors abstaining or recusing themselves as requiredrequired by applicable Law), after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation, and (e) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Floating Shares in favour of the Resolution and against any resolution submitted by any Company Floating Shareholder that is inconsistent therewith. (8) The Purchaser and Canopy shall as soon as reasonably practicable after the date hereof, and in any event within 10 15 days of the date hereof, provide the Company with all information regarding the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares, including any pro forma financial statements, as is required by applicable Law and or is reasonably requested by the Company in writing for inclusion in the Circular or in any amendments or supplements to such Circular, or any other related documents. The Purchaser and Canopy shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares. The Company and Company, the Purchaser and Canopy shall use their reasonable best efforts to obtain any necessary ‎necessary consents from any of their respective auditors and any other advisors to the use ‎use of any financial, technical or other expert information required by Law to be included in the Circular Circular, and to the identification in the Circular of each such advisor‎advisor. (9) Each Party shall promptly notify the other Party Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementsupplement pursuant to applicable Law. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or agreed between the Parties to be appropriate, and the Company shall, in a manner provided in the Amendment Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Floating Shareholders and, if required by the Court or by applicable Law, file the same with the SEC or any other Governmental Entity as required. (10) The Company shall promptly advise the Purchaser Canopy of any material communication (written or oral) received by the Company from the CSE, the SEC or any other Securities Authorities or Governmental Entity in connection with the Circular.

The Circular. (1) The Company shall promptly prepare and complete, in consultation with the PurchaserCanopy, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15November 30, 20202022, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of the Circular; and (ii) the Amendment date of the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law. (2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to except with respect to: (i) any information with respect to the Purchaser or Canopy that is furnished in writing by or on behalf of the Purchaser or Canopy, as applicable, and is included in the Circular; and (ii) any information with respect to the Purchaser or Canopy that is required to be included in the Circular but is not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable) and provides the Company Floating Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. (3) The Company shall not be responsible for any information regarding the Purchaser or Canopy in the Circular provided in writing by the Purchaser or Canopy, as applicable, for inclusion therein, or information regarding the Purchaser or Canopy required to be included in the Circular but not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable. The Purchaser Canopy shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation Misrepresentation: (i) contained in any such information regarding the Purchaser or Canopy, included in the Circular that was provided by the Purchaser or Canopy, as applicable, in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity Entity; or (ii) constituted by the failure of the Purchaser or Canopy to furnish in writing for inclusion in the Circular information regarding the Purchaser or Canopy required to be included in the Circular following the written request for such information from Canopy or the Purchaser, as applicable; to the extent based on such Misrepresentation or any alleged Misrepresentation. (4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser Canopy promptly after it receives any request by the SEC for amendment of the Circular or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Circular, and the Company agrees to permit the Purchaser Purchaser, Canopy and its their respective outside counsel, to participate in all meetings and conferences with the SEC. (5) Prior to each of (i) filing the preliminary Circular with the SEC, (ii) responding to any comments of the SEC with respect to the Circular; and (iii) mailing the Circular (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto), the Company shall give the Purchaser Purchaser, Canopy and its their respective legal counsel a reasonable opportunity, and in any event not less than three Business DaysDays (or two Business Days in respect of comments from the SEC), to review and comment on all drafts of the Circular and other related documents including submissions of the Company provided in response to any comments of the SEC with respect to the Circular, shall give reasonable consideration to any comments made by the Purchaser Purchaser, Canopy and its their respective counsel, and consider in good faith including in such document or response all comments reasonably and promptly proposed by the PurchaserPurchaser or Canopy, as applicable, provided that any information describing the Purchaser, Canopy, the terms of the Amended Arrangement and/or the Amended Plan of Arrangement must be in a form and content satisfactory to the PurchaserCanopy, acting reasonably. The Company shall provide the Purchaser and Canopy with a final copy of the Circular prior to its mailing to the Company Floating Shareholders. (6) To the extent required by applicable Law, the Company shall, in consultation with the Purchaser Purchaser, Canopy and the Purchaser’s their respective counsel, promptly file or furnish with the applicable Securities Authorities, CSE and SEC, and disseminate to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law, any supplement or amendment to the Circular if any event will occur which requires such action at any time prior to the Meeting. (7) Without limiting the generality of the foregoing, the Circular must include: (a) a copy of the New Fairness OpinionOpinions; (b) a statement that the Company Special Committee and the Company Board have received the New Fairness OpinionOpinions; (c) a statement that the Company Special Committee has unanimously determined, after receiving legal and financial advice: (i) : that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) ; that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) and that the Company Special Committee recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation; (d) a statement (the “Board Recommendation”) that the Company Board has unanimously determined (with directors abstaining or recusing themselves as requiredrequired by applicable Law), after receiving legal and financial advice: (i) : that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) ; that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) and that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation, and (e) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Floating Shares in favour of the Resolution and against any resolution submitted by any Company Floating Shareholder that is inconsistent therewith. (8) The Purchaser and Canopy shall as soon as reasonably practicable after the date hereof, and in any event within 10 15 days of the date hereof, provide the Company with all information regarding the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares, including any pro forma financial statements, as is required by applicable Law and or is reasonably requested by the Company in writing for inclusion in the Circular or in any amendments or supplements to such Circular, or any other related documents. The Purchaser and Canopy shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares. The Company and Company, the Purchaser and Canopy shall use their reasonable best efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required by Law to be included in the Circular Circular, and to the identification in the Circular of each such advisor. (9) Each Party shall promptly notify the other Party Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementsupplement pursuant to applicable Law. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or agreed between the Parties to be appropriate, and the Company shall, in a manner provided in the Amendment Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Floating Shareholders and, if required by the Court or by applicable Law, file the same with the SEC or any other Governmental Entity as required. (10) The Company shall promptly advise the Purchaser Canopy of any material communication (written or oral) received by the Company from the CSE, the SEC or any other Securities Authorities or Governmental Entity in connection with the Circular.

The Circular. (1) The Company shall promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15, 2020, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of Circular; and (ii) the Amendment Interim Order, cause the Circular and such other documents to be filed and sent to each Company Shareholder and other Person as required by the Amendment Interim Order and Law. (2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to any information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser and is included in the Circular) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. (3) The Company shall not be responsible for any information regarding the Purchaser in the Circular provided in writing by the Purchaser for inclusion therein. The Purchaser shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation contained in any such information regarding the Purchaser included in the Circular that was provided by the Purchaser in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity to the extent based on such Misrepresentation or any alleged Misrepresentation. (4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser promptly after it receives any request by the SEC for amendment of the Circular or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Circular, and the Company agrees to permit the Purchaser and its outside counsel, to participate in all meetings and conferences with the SEC. (5) Prior to mailing the Circular (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall give the Purchaser and its legal counsel a reasonable opportunity, and in any event not less than three Business Days, to review and comment on all drafts of the Circular and other related documents including submissions of the Company provided in response to any comments of the SEC with respect to the Circular, shall give reasonable consideration to any comments made by the Purchaser and its counsel, and consider in good faith including in such document or response all comments reasonably and promptly proposed by the Purchaser, provided that any information describing the Purchaser, the terms of the Amended Arrangement and/or the Amended Plan of Arrangement must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Company Shareholders. (6) To the extent required by applicable Law, the Company shall, in consultation with the Purchaser and the Purchaser’s counsel, promptly file or furnish with the applicable Securities Authorities, CSE and SEC, and disseminate to each Company Shareholder and other Person as required by the Amendment Interim Order and applicable Law, any supplement or amendment to the Circular if any event will occur which requires such action at any time prior to the Meeting. (7) Without limiting the generality of the foregoing, the Circular must include: (a) a copy of the New Fairness Opinion; (b) a statement that the Special Committee and the Company Board have received the New Fairness Opinion; (c) a statement that the Special Committee has unanimously determined, after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Shareholders; (ii) the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Special Committee recommends that the Company Shareholders vote in favour of the Resolution and the rationale for that recommendation; (d) a statement (the “Board Recommendation”) that the Company Board unanimously determined (with directors abstaining or recusing themselves as required), after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Shareholders; (ii) the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Shareholders vote in favour of the Resolution and the rationale for that recommendation, and (e) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Shares in favour of the Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith. (8) The Purchaser shall as soon as reasonably practicable after the date hereof, and in any event within 10 days of the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares, including any pro forma financial statements, as required by applicable Law and reasonably requested by the Company in writing for inclusion in the Circular or in any amendments or supplements to such Circular, or any other related documents. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Purchaser Shares. The Company and the Purchaser shall use their reasonable best efforts to obtain any necessary ‎necessary consents from any of their respective auditors and any other advisors to the use ‎use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor‎advisor. (9) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Amendment Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by applicable Law, file the same with the SEC or any other Governmental Entity as required. (10) The Company shall promptly advise the Purchaser of any material communication (written or oral) received by the Company from the CSE, the SEC or any other Securities Authorities or Governmental Entity in connection with the Circular.

The Circular. (1) The Company shall promptly prepare and complete, in consultation with the PurchaserCanopy, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Amended Arrangement, and the Company shall as promptly as reasonably practicable after the date of this Agreement, but in any event no later than July 15November 30, 20202022, file the Circular with the SEC, and, as promptly as reasonably practicable, and in any event on or before the second Business Day after the later of (i) obtaining SEC Clearance of the Circular; and (ii) the Amendment date of the Interim Order, cause the Circular and such other documents to be filed and sent to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law. (2) The Company shall ensure that the Circular complies in all material respects with the Amendment Interim Order, applicable Law and the rules and regulations promulgated by the SEC, does not contain any Misrepresentation (provided that the foregoing shall not apply to except with respect to: (i) any information with respect to the Purchaser or Canopy that is furnished in writing by or on behalf of the Purchaser or Canopy, as applicable, and is included in the Circular; and (ii) any information with respect to the Purchaser or Canopy that is required to be included in the Circular but is not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable) and provides the Company Floating Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting. (3) The Company shall not be responsible for any information regarding the Purchaser or Canopy in the Circular provided in writing by the Purchaser or Canopy, as applicable, for inclusion therein, or information regarding the Purchaser or Canopy required to be included in the Circular but not furnished in writing for inclusion in the Circular by Canopy or the Purchaser following the written request for such information from Canopy or the Purchaser, as applicable. The Purchaser Canopy shall indemnify and save harmless each of the Company, the Company’s Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, reasonable costs, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them as a result of or arising from any Misrepresentation or alleged Misrepresentation Misrepresentation: (i) contained in any such information regarding the Purchaser or Canopy, included in the Circular that was provided by the Purchaser or Canopy, as applicable, in writing specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding by any Governmental Entity Entity; or (ii) constituted by the failure of the Purchaser or Canopy to furnish in writing for inclusion in the Circular information regarding the Purchaser or Canopy required to be included in the Circular following the written request for such information from Canopy or the Purchaser, as applicable; to the extent based on such Misrepresentation or any alleged Misrepresentation. (4) The Company shall use commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Circular. The Company will advise the Purchaser Canopy promptly after it receives any request by the SEC for amendment of the Circular or comments thereon and responses thereto or any request by the SEC for additional information in connection with the Circular, and the Company agrees to permit the Purchaser Purchaser, Canopy and its their respective outside counsel, to participate in all meetings and conferences with the SEC. (5) Prior to each of (i) filing the preliminary Circular with the SEC, (ii) responding to any comments of the SEC with respect to the Circular; and (iii) mailing the Circular (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto), the Company shall give the Purchaser Purchaser, Canopy and its their respective legal counsel a reasonable opportunity, and in any event not less than three Business DaysDays (or two Business Days in respect of comments from the SEC), to review and comment on all drafts of the Circular and other related documents including submissions of the Company provided in response to any comments of the SEC with respect to the Circular, shall give reasonable consideration to any comments made by the Purchaser Purchaser, Canopy and its their respective counsel, and consider in good faith including in such document or response all comments reasonably and promptly proposed by the PurchaserPurchaser or Canopy, as applicable, provided that any information describing the Purchaser, Canopy, the terms of the Amended Arrangement and/or the Amended Plan of Arrangement must be in a form and content satisfactory to the PurchaserCanopy, acting reasonably. The Company shall provide the Purchaser and Canopy with a final copy of the Circular prior to its mailing to the Company Floating Shareholders. (6) To the extent required by applicable Law, the Company shall, in consultation with the Purchaser Purchaser, Canopy and the Purchaser’s their respective counsel, promptly file or furnish with the applicable Securities Authorities, CSE and SEC, and disseminate to each Company Floating Shareholder and other Person as required by the Amendment Interim Order and applicable Law, any supplement or amendment to the Circular if any event will occur which requires such action at any time prior to the Meeting. (7) Without limiting the generality of the foregoing, the Circular must include: (a) a copy of the New Fairness OpinionOpinions; (b) a statement that the Company Special Committee and the Company Board have received the New Fairness OpinionOpinions; (c) a statement that the Company Special Committee has unanimously determined, after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Special Committee recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation; (d) a statement (the “Board Recommendation”) that the Company Board has unanimously determined (with directors abstaining or recusing themselves as requiredrequired by applicable Law), after receiving legal and financial advice: (i) that the Amended Arrangement is fair to the Company Floating Shareholders; (ii) that the Amended Arrangement and the entering into of this Agreement is in the best interests of the Company; and (iii) that the Company Board (with directors abstaining or recusing themselves as required) recommends that the Company Floating Shareholders vote in favour of the Resolution and the rationale for that recommendation, and (e) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Floating Shares in favour of the Resolution and against any resolution submitted by any Company Floating Shareholder that is inconsistent therewith. (8) The Purchaser and Canopy shall as soon as reasonably practicable after the date hereof, and in any event within 10 15 days of the date hereof, provide the Company with all information regarding the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares, including any pro forma financial statements, as is required by applicable Law and or is reasonably requested by the Company in writing for inclusion in the Circular or in any amendments or supplements to such Circular, or any other related documents. The Purchaser and Canopy shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its Canopy, their respective affiliates and the Purchaser Canopy Shares. The Company and Company, the Purchaser and Canopy shall use their reasonable best efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required by Law to be included in the Circular Circular, and to the identification in the Circular of each such advisor. (9) Each Party shall promptly notify the other Party Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementsupplement pursuant to applicable Law. The Parties shall, in a manner consistent with this Section 2.4, cooperate in the preparation of any such amendment or supplement as required or agreed between the Parties to be appropriate, and the Company shall, in a manner provided in the Amendment Interim Order, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Floating Shareholders and, if required by the Court or by applicable Law, file the same with the SEC or any other Governmental Entity as required. (10) The Company shall promptly advise the Purchaser Canopy of any material communication (written or oral) received by the Company from the CSE, the SEC or any other Securities Authorities or Governmental Entity in connection with the Circular.