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Choom Holdings Inc. Capital/Financing Update 2021

Jul 13, 2021

46002_rns_2021-07-13_f1b4a2ba-0ede-4454-a836-f5c062c335ba.pdf

Capital/Financing Update

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

AURORA CANNABIS INC.

and CHOOM HOLDINGS INC.

July 8, 2021

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Amended and Restated Investor Rights Agreement (this “ Agreement ”) is made the 8[th] day of July, 2021,

BETWEEN:

AURORA CANNABIS INC. , a corporation existing under the laws of the Province of British Columbia and having its head office at 500-10355 Jasper Avenue, Edmonton, AB T5J 1Y6

(the “ Investor ”)

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CHOOM HOLDINGS INC. , a corporation existing under the laws of the Province of British Columbia and having its head office located at #208 – 1525 West 8[th] Avenue, Vancouver, British Columbia, V6J 1T5

(the “ Company ”)

WHEREAS the Company issued a non-transferable convertible debenture (the “ Original Debenture ”) in the principal amount of $20,000,000 to the Investor on November 2, 2018, which Original Debenture was amended and restated on June 24, 2020 (the “ Amended and Restated Debenture ”).

AND WHEREAS , the Company and Aurora have agreed to terminate the Amended and Restated Debenture, extinguish all obligations thereunder and replace it with a new convertible debenture (the “ Debenture ”) in the principal amount of $6,000,000 to be issued to the Investor on July 8, 2021;

AND WHEREAS , as of the date hereof, the Investor holds an Investor Percentage (as defined below) equal to approximately 19.9%;

AND WHEREAS , in consideration of the Company’s agreement to issue and sell, and the Investor’s agreement to purchase, the Debenture, the Company has agreed to grant certain rights to the Investor and the Investor has agreed to adhere to certain restrictions, all on the terms and subject to the conditions set out herein;

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

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ARTICLE 1 INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

Act ” means the Business Corporations Act (British Columbia);

Additional Funding ” shall have the meaning set out in Section 5.1(a);

Affiliate ” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

Board ” means the board of directors of the Company;

Business Day ” means any day, other than (i) a Saturday, Sunday or statutory holiday in the Province of British Columbia; and (ii) a day on which banks are generally closed in the Province of British Columbia;

Canadian Securities Laws ” means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

Change of Control ” means (i) the acquisition by any transaction, directly or indirectly, by a Person or group of Persons acting jointly or in concert of voting control or direction over 50% or more of the outstanding Common Shares, (ii) the amalgamation, consolidation or merger of the Company with or into another entity as a result of which the holders of the Common Shares immediately prior to such transaction, directly or indirectly, hold less than 50% of voting control or direction over the entity carrying on the business of the Company following such transaction, (iii) the sale, assignment, transfer or other disposition of all or substantially all of the property or assets of the Company to another entity in which the holders of the Common Shares immediately prior to such transaction, directly or indirectly, hold less than 50% of voting control or direction following such transaction, or (iv) the removal by resolution of the shareholders of the Company, of more than 51% of the then incumbent directors of the Company which removal has not been recommended in the Company’s management information circular, or the failure to elect to the Board a majority of the directors proposed for election by management in the Company’s management information circular;

Common Shares ” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;

Debenture ” shall have the meaning set out in the Recitals hereto;

Exchange ” means the Canadian Securities Exchange or such other stock exchange in Canada where the Common Shares may be listed from time to time;

Exercise Notice ” shall have the meaning set out in Section 2.3;

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Fundamental Change ” means a Change of Control that includes as elements thereof: (A) one of items (i), (ii) or (iii) of the definition of Change of Control; and (B) item (iv) of the definition of Change of Control; and (C) the Chief Executive Officer of the Company as of the date hereof no longer being actively employed as the most senior executive officer of the Company or the entity carrying on the business of the Company following completion of the Change of Control (for the avoidance of doubt, (C) may occur prior to, concurrent with or following a Change of Control, and need not occur as a result of or in conjunction with the Change of Control);

Funding Notice ” shall have the meaning set out in Section 5.1(b);

Governmental Authority ” means any (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or selfregulatory authority and, for greater certainty, the securities regulatory authorities and the Exchange;

Investor Nominees ” shall have the meaning set out in Section 4.1;

Investor Percentage ” means, at any given time, as applicable, the percentage calculated by dividing the number of Common Shares (including Common Shares issuable on conversion of the principal amount of the Debenture (on an as-if converted basis) then beneficially owned by the Investor and its Affiliates by the total number of Common Shares then outstanding, adjusted by adding the Common Shares issuable on conversion of the principal amount of the Debenture (on an as-if converted basis) then beneficially owned by the Investor and its Affiliates but deducting any Common Shares issued after the date of this Agreement upon exercise of stock options or other equity-based compensation arrangements of the Company;

Issuance ” shall have the meaning set out in Section 2.1; “ Notice Period ” shall have the meaning set out in Section 2.3;

Offered Securities ” any equity or voting securities, or securities convertible into or exchangeable for equity or voting securities, of the Company;

Offering ” shall have the meaning set out in Section 2.1; “ Offering Notice ” shall have the meaning set out in Section 2.1;

Participation Right ” shall have the meaning set out in Section 2.2; “ Parties ” means the parties to this Agreement and “ Party ” means one of them;

Person ” means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, company, corporation or other body corporate, union, Governmental Authority and a natural person in his capacity as trustee, executor, administrator, or other legal representative; and

Proposed Funding Notice ” shall have the meaning set out in Section 5.1(a).

1.2 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

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(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

(b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement;

(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the word “including” is deemed to mean “including without limitation”;

(f) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;

(g) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(h) all dollar amounts refer to Canadian dollars;

(i) all references to a percentage ownership of shares shall be calculated on a non-diluted basis, unless otherwise indicated;

(j) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(k) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

1.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements.

1.4 Time of Essence

Time shall be of the essence of this Agreement.

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  • 6 - 1.5 Governing Law and Submission to Jurisdiction

This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

Each of the Parties irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the courts of the Province of British Columbia in the City of Vancouver over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

ARTICLE 2 PARTICIPATION RIGHT

2.1 Notice of Issuances

Subject to Section 2.5, if the Company proposes to issue (the “ Issuance ”) any Offered Securities for cash consideration pursuant to a public offering or a private placement (an “ Offering ”) at any time after the date hereof, the Company will, as soon as possible after the public announcement of the Issuance, but in any event not later than two Business Days following such public announcement, and at least five Business Days prior to the expected completion date of the Issuance, give written notice of the Issuance (the “ Offering Notice ”) to the Investor including, to the extent known by the Company, full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, the expected use of proceeds of the Offering and the expected closing date of the Offering.

2.2 Grant of Participation Right

The Company agrees that, subject to Section 2.5 hereof, until the Investor (directly or through an Affiliate) ceases to own at least 5% of the Common Shares (calculated on a fully diluted basis), the Investor (directly or through an Affiliate) has the right (the “ Participation Right ”), to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):

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(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its as-issued percentage ownership interest in the Common Shares immediately prior to the Offering; and

(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its percentage as-issued ownership interest in the Common Shares immediately prior to the Offering.

2.3 Exercise Notice

If the Investor wishes to exercise the Participation Right, the Investor shall give written notice to the Company (the “ Exercise Notice ”) of its intention to exercise such right and of the number of Offered Securities the Investor wishes to purchase, and shall subscribe to the Offering within five Business Days after the date of receipt of an Offering Notice, or in the case of a public offering that is a “bought deal”, within two Business Days of receipt of an Offering Notice (the “ Notice Period ”), failing which the Investor will not be entitled to exercise the Participation Right in respect of such Offering or Issuance.

2.4 Issuance of Participation Right Offered Securities

(a) If the Company receives an Exercise Notice from the Investor within the Notice Period, then the Company shall:

(i) subject to the receipt and continued effectiveness of all required approvals (including any applicable approval(s) of the Exchange and any required approvals under Canadian Securities Laws and any required shareholder approval), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities to the Investor);

(ii) subject to the issuance to the Investor or its Affiliate of Common Shares or other Offered Securities being exempt from prospectus and registration requirements under Canadian Securities Laws; and

(iii) subject to the completion of the relevant Offering, issue to the Investor or its Affiliate, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the

Exercise Notice. The parties agree that the issuance of any Common Shares or other Offered Securities to the Investor pursuant to this Section 2.4 shall occur concurrently with the completion of the relevant Offering.

(b) If the Company is required by the Exchange or otherwise to seek shareholder approval for the issuance of the Offered Securities to the Investor or its Affiliate, then the Company shall

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call and hold a meeting of its shareholders to consider the issuance of the Offered Securities to the Investor or its Affiliate as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is advised that it will require shareholder approval, and shall recommend approval of the issuance of the Offered Securities and shall solicit proxies in support thereof.

2.5 Issuances Not Subject to Participation Rights

The following Issuances will not give rise to a Participation Right:

(a) Issuances for compensatory purposes to directors, officers, employees of or consultants to the Company and its Affiliates pursuant to a security-based compensation plan of the Company that complies with the requirements of the Exchange;

(b) pursuant to the exercise of convertible securities of the Company issued in an Offering in respect of which the Investor had a Participation Right or that have been issued and granted as of the date hereof; or

(c) pursuant to any plan of arrangement, merger, business combination, take-over bid or other acquisition of a third party.

ARTICLE 3 STANDSTILL

3.1 Standstill

The Investor shall not, directly or indirectly, whether alone or jointly or in concert with any other Person, without the prior written consent of the Board, (i) until a period of 12 months has passed since the date of this Agreement; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a Fundamental Change:

(a) acquire, agree to acquire, or make any proposal or offer to acquire, directly or indirectly, ownership of (or control or direction over) any securities of the Company or any of its Affiliates (other than securities issued in accordance with Article 2 herein or the terms of the Debenture);

(b) solicit proxies from shareholders or other security holders of the Company or any of its Affiliates or otherwise attempt to influence the conduct of the shareholders or other security holders of the Company or any of its Affiliates;

(c) solicit, initiate or engage in any discussions or negotiations, or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any Person in order to propose or effect any take-over bid, tender or exchange offer, amalgamation, merger, arrangement or other business combination involving the Company or any of its Affiliates or propose or effect any acquisition of assets from the Company or any of its Affiliates;

(d) in any manner, directly or indirectly, seek to control or influence the Board or the board of directors of any Affiliate of the Company or the management or policies of the Company or affect control of the Company or any of its Affiliates (which covenant shall not prevent the Investor Nominee from acting in a manner consistent with fulfilling his or her fiduciary duties as a director of the Company);

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(e) make any public announcement with respect to the foregoing or inconsistent with the foregoing, or assist, advise, encourage or agree, discuss, negotiate or otherwise act in concert with, any Person to do any of the foregoing (including by providing or arranging any financing);

(f) take any action with respect to the Company or its Affiliates that would reasonably be expected to require the Company or its Affiliates to make a public announcement regarding any of the types of matters described in items (a) through (d) above; or

(g) request the Company, directly or indirectly, to amend or waive any of these standstill provisions. ARTICLE 4 BOARD OF DIRECTORS

4.1 Nomination of Directors

(a) (i) if the Investor’s as-issued percentage ownership in the Common Shares is equal to or greater than 10%, the Investor shall be entitled to designate two (2) nominees to serve as directors of the Company (each an “ Investor Nominee ”) for election or appointment to the Board, and (ii) if the Investor’s as-issued percentage ownership in the Common Shares is equal to or greater than 5% but less than 10%, the Investor shall be entitled to designate one (1) Investor Nominee for election or appointment to the Board, provided, in each case, that such Investor Nominee(s): (A) consent in writing to serve as a director; (B) satisfies any Exchange requirements and applicable laws; (B) is eligible under the Act and pursuant to the rules of any stock exchange or market upon which the Common Shares are listed and Canadian Securities Laws to serve as a director; and (D) such nominee signs a written resignation, to take effect immediately at such time as the Investor Percentage shall decrease below 10% or 5%, as applicable.

(b) The Investor shall have the right to replace an Investor Nominee for any reason (including without limitation, by reason of a replacement request being made by the Investor Nominee), it being understood and agreed that the conditions set forth in Section 4.1(a)(i), (ii), (iii) and (iv) shall apply to any such new Investor Nominee.

(c) The Company shall advise the Investor of the date on which proxy solicitation materials are to be mailed for the purpose of any meeting of shareholders at which directors of the Company are to be elected, to the extent practicable, at least 20 Business Days prior to such mailing date and the Investor shall advise the Company of its Investor Nominee at least 15 Business Days prior to the mailing date. If the Investor does not advise the Company of the identity of the Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated the incumbent Investor Nominee.

(d) In the event that the Investor Nominee shall cease to serve as a director of the Company, whether due to such Investor Nominee’s death, disability, resignation or removal, the Company shall cause the Board to promptly appoint a replacement Investor Nominee, provided that such nominee fulfills the provisions set forth in Section 4.1(a)(i), (ii), (iii) and (iv).

(e) Notwithstanding the foregoing, if either any governmental authority or stock exchange or market, as applicable, objects to the Investor Nominee, the Investor Nominee will immediately resign as a director of the Company.

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(f) An Investor Nominee shall be entitled to the benefit of any directors’ liability insurance and indemnity to which other directors of the Company are entitled.

ARTICLE 5 RIGHT OF FIRST REFUSAL

5.1 Right of First Refusal

(a) In the event that the Company determines that it requires additional funding (“ Additional Funding ”), the Company shall not accept Additional Funding from any entity that is a holder of any license pursuant to the Cannabis Act (Canada), or an Affiliate thereof without first seeking the Additional Funding from the Investor. The Company shall give written notice (by electronic means) to the Investor (a “ Proposed Funding Notice ”), including the terms thereof and its desire to proceed with such Additional Funding. The Proposed Funding Notice shall set out the identity of the third party willing to make the Additional Funding.

(b) The Investor shall have the right, until the Debenture is no longer outstanding as a result of repayment or conversion thereof, exercisable within 10 Business Days of receipt of the Proposed Funding Notice, by written notice (by electronic means) to the Company (a “ Funding Notice ”) to confirm whether it intends to fund the full amount (but not less than the full amount) of the Additional Funding. If the Investor delivers a Funding Notice within such 10 Business Day period, the Company shall seek the Additional Funding from the Investor pursuant to the terms of this Agreement. If the Investor does not deliver a Funding Notice within such 10 Business Day period or otherwise confirms in writing that it does not intend to provide the Additional Funding to the Company, the Company shall be free to obtain the Additional Funding from the third party identified in the Proposed Funding Notice upon terms no more favourable to such person or entity willing to provide the Additional Funding than the terms of the Additional Funding provided to the Investor as long as such funding proceeds within 60 days after the expiry of the 10 Business Day period for the Investor to provide a Funding Notice to the Company in relation to the Proposed Funding Notice.

ARTICLE 6 MISCELLANEOUS

6.1 Termination

This Agreement shall terminate and all rights and obligations hereunder shall cease immediately upon the Parties agreeing in writing to terminate this Agreement.

6.2 Notices

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

  • (i) in the case of the Investor:

Aurora Cannabis Inc.

3925 Steeles Avenue East, Unit 5

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Brampton, ON L6T 5W5

Attention: Ananth Krishnan Email: [email protected] [personal information redacted]

with a copy to:

Aurora Cannabis Inc. 500 10355 Jasper Ave Edmonton, AB T5J 1Y6 Attention: Peter Westcott, Senior Vice President, Legal (Corporate and Commercial) Email: [email protected] [personal information redacted]

(ii) in the case of the Company: Choom Holdings Inc. #208 – 1525 West 8[th] Avenue Vancouver, British Columbia, V6J 1T5

Attention: Corey Gillon Email: [email protected] with a copy to:

Pushor Mitchell LLP 301 – 1665 Ellis Street Kelowna, British Columbia, V1Y 2B3 Attention: Keith Inman Email: [email protected]

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Vancouver time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c) Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 6.2.

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6.3 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on any Party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

6.4 Assignment

No Party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other Parties, such consent to be in their sole discretion. Notwithstanding the forgoing, the Parties agree that Investor may assign this Agreement to an Affiliate by providing written notice of such assignment to the Company provided that Investor agrees to remain bound by the terms of this Agreement.

6.5 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the Parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

6.6 Expenses

Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

6.7 Further Assurances

Each of the Parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

6.8 Right to Injunctive Relief

The Parties agree that any breach of the terms of this Agreement by any of the Parties would result in immediate and irreparable injury and damage to the other Party which could not be adequately compensated by damages. The Parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting Party, the other Party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other Party may be entitled at law or in equity.

6.9 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if

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each Party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[ Remainder of page intentionally left blank. Signature page follows. ]

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IN WITNESS WHEREOF this Investor Rights Agreement has been executed by the Parties on the date first above written.

CHOOM HOLDINGS INC.

Per: “ Corey Gillon ” /s/

Authorized Signatory

AURORA CANNABIS INC.

Per: “ Glen Ibbott ” /s/ Authorized Signatory

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