Choom Holdings Inc. — Capital/Financing Update 2021

Jul 13, 2021

DEBT RESTRUCTURING AGREEMENT

This debt restructuring agreement (this “ Agreement ”) is entered into as of the 8[th] day of July, 2021 (the “ Effective Date ”), among Aurora Cannabis Inc. (“ Aurora ”), Choom Holdings Inc. (“ Choom ”), Choom BC Retail Holdings Inc. (“ Choom BC ”), 2688412 Ontario Inc. (“ Choom ON ”), 2151414 Alberta Ltd. (“ Choom AB ”) and such other Persons who execute and deliver a joinder agreement in accordance with the terms hereof from time to time.

WHEREAS Choom, by way of the Choom OpCos (as hereinafter defined), is a cannabis retail store operator having lawful possession of all licences, permits, authorizations, certifications and/or other approvals required under applicable Retail Laws (as hereinafter defined) to operate cannabis retail stores and to sell and distribute Products (as hereinafter defined) to permitted consumers in the Territory (as hereinafter defined) in accordance with Applicable Law (as hereinafter defined);

AND WHEREAS , in connection with the restructuring by Aurora and Choom of certain indebtedness of Choom to Aurora, Choom and each of the Choom OpCos desires to pay to Aurora, and Aurora desires to receive from Choom and the Choom OpCos, the Restructuring Fee (as hereinafter defined), on and subject to the terms and conditions of this Agreement;

NOW THEREFORE , in consideration of the foregoing, the covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

1. GENERAL

• 1.1 Schedules. The following schedules attached to this Agreement form an integral part of this Agreement. In the event of any conflict or inconsistency between the provisions of the main body of this Agreement and the schedules attached hereto, the provisions of the main body of this Agreement shall govern to the extent necessary to remedy such conflict or inconsistency.

Schedule “A” – Form of Joinder Agreement

1.2 Defined Terms. As used in this Agreement, the following terms have the following meanings:

“ Affiliate ” of any Person means, at the time such determination is being made: (i) any other Person with whom such Person is a party to a Commercial Agreement; and (ii) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, with “control” in such context meaning the ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise.

“ Agreement ” has the meaning set out in the preamble.

“ Annual Period ” means each twelve (12) month period beginning on the Effective Date and thereafter on the annual anniversary of the Effective Date.

“ Applicable Law ” means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices, procedural rules and guidelines of, or contracts with, any

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Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person referred to in the context in which such word is used, that applies in whole or in part to Aurora, Choom, any of the Choom OpCos, and/or the transactions or other matters contemplated by this Agreement, including, without limitation, the Cannabis Act (Canada), the Cannabis Regulations (Canada), the Retail Laws, and all policies and guidelines as may be put into effect or enforced by any Governmental Entity having competent jurisdiction over the operation of the businesses of Aurora, Choom or any of the Choom OpCos, as each may be amended, modified or replaced from time to time;

“ Audit ” has the meaning set out in Section 5.4(a).

“ Audit Report ” has the meaning set out in Section 5.4(c).

“ Aurora ” has the meaning set out in the preamble.

“ Bankruptcy Proceedings ” means, in relation to a Party: (i) the making of an assignment or arrangement for the benefit of creditors; (ii) the filing by such Party of a petition or commencement of proceedings under any bankruptcy or similar law, or having such a petition filed or proceeding commenced with respect to such Party by another Person, where such petition or proceeding of such other Person is not dismissed within a period of twenty (20) Business Days; (iii) the levy of an attachment for execution against the whole or any material part of its assets; (iv) such Party becoming insolvent or unable to pay its debts as they generally become due as determined by a court of competent jurisdiction; or (v) such Party stops, suspends or threatens to stop or suspend payment of all or a material part of its indebtedness.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, or Toronto, Ontario.

“ cannabis accessories ” has the meaning ascribed to such term in the Cannabis Act (Canada), as may be amended, modified or supplemented from time to time.

“ cannabis products ” has the meaning ascribed to such term in the Cannabis Regulations (Canada), as may be amended, modified or supplemented from time to time.

“ Choom ” has the meaning set out in the preamble.

“ Choom AB ” has the meaning set out in the preamble.

“ Choom BC ” has the meaning set out in the preamble.

“ Choom ON ” has the meaning set out in the preamble.

“ Choom OpCos ” means, collectively, Choom BC, Choom ON, Choom AB and such other Affiliates of Choom, Choom BC, Choom ON and/or Choom AB as may from time to time execute and deliver a joinder agreement in accordance with Section 2.3.

“ Choom Stores ” means, collectively, all licensed cannabis retail stores owned and/or operated by Choom and/or any of the Choom OpCos.

“ Claim ” means a Direct Claim or a Third-Party Claim, as the context requires.

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“ Commercial Agreements ” means, collectively, all franchise agreements, management services agreements, partnership agreements, joint venture agreements, royalty agreements or other similar agreements entered into by a Person (the “ Commercial Party ”) pursuant to which: (a) the Commercial Party granted to another Person the right to operate a cannabis retail store with the Intellectual Property of the Commercial Party; (b) the Commercial Party obtained the right to manage or otherwise operate a cannabis retail store not owned by the Commercial Party; and/or (c) the Commercial Party otherwise receives, or will receive, income arising out of the operation of a cannabis retail store not owned by the Commercial Party.

“ Confidential Information ” means non-public, confidential, personal or proprietary information concerning a Party and its Affiliates and its and their respective businesses and affairs that is or has been disclosed by one Party (a “ Disclosing Party ”) to the other Party (the “ Recipient ”), regardless of the manner in which it is furnished (whether oral or in writing or in any other form or media) or obtained, in connection with the transactions contemplated by this Agreement, including the fact of a relationship between the Parties, the existence of, the terms and conditions of, the status of the transaction contemplated by, or any other facts pertaining to this Agreement, any information about identifiable individuals or any other information relating to a Party and its Affiliates, customers, suppliers, partners, investors, employees and consultants, but in each case does not include information that the Recipient can demonstrate: (i) is or has become generally available to the public other than as a result of disclosure by the Recipient or its Affiliates or representatives; (ii) is received by the Recipient or its Affiliates or representatives from a Third Party that obtained it lawfully and was under no duty of confidentiality; (iii) was in its possession or the possession of its Affiliates or representatives prior to the disclosure of such information by the Disclosing Party; or (iv) was independently developed by the Recipient or its Affiliates or representatives without the use of or reference to any Confidential Information.

“ Designated Representative ” has the meaning set out in Section 7.1(a).

“ Direct Claim ” means any act, action, cause, claim, complaint, cost, damage, demand, expense (including all reasonable legal fees), liability, Losses, matter, omission, penalty, state of facts or thing not involving a Third-Party Claim which entitles an Indemnified Party to make a claim for indemnification under this Agreement.

“ Dispute ” has the meaning set out in Section 10.1.

“ Effective Date ” has the meaning set out in the preamble.

“ Event of Default ” has the meaning set out in Section 8.3.

“ Fee Payment ” has the meaning set out in Section 3.1(b).

“ First Resolution Period ” has the meaning set out in Section 10.1(a).

“ Force Majeure ” means, in respect of a Party, any occurrence of lightning, fire, storm, flood, earthquake, accumulation of snow or ice, explosion, declared war, act of terrorism, failure of public utilities, pestilence, quarantine, civic unrest, terrorist activity, labour strike, walk-out, lock-out or unrest, temporary emergency assertion or requirement of any Governmental Entity, pandemic, epidemic, destruction of facilities or trade embargos which are beyond the reasonable control of the Party acting (and having acted) in a commercially reasonable manner and which prevents the Party from performing any of its obligations under this

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Agreement. Force Majeure shall not include the inability of a Party to obtain financing or any other financial inability on the part of such Party.

“ Force Majeure Event ” has the meaning set out in Section 9.5.

“ Force Majeure Notice ” has the meaning set out in Section 9.5.

“ Governmental Entity ” means (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“ Indemnified Party ” has the meaning set out in Section 9.1.

“ Indemnifying Party ” has the meaning set out in Section 9.1.

“ Intellectual Property ” or “ IP ” means intellectual property of whatever nature and kind, including, without limitation, all Trademarks, domain names, logos, Patents, trade secrets, industrial designs and copyrights, whether registered or unregistered, and all inventions, formulae, processes, all technology techniques, know-how, research and technical data, studies, instructions, guides, manuals, designs, market intelligence, reports, software and documentation and any and all rights for the registration or legal protection of the foregoing.

“ Losses ” means any loss, injury, liability, damage, cost, expense (including reasonable legal and consulting fees and disbursements), or deficiency of any kind or nature, suffered or incurred by a Party, including in respect of any proceeding, assessment, judgment, settlement or compromise relating thereto.

“ Notice of Claim ” has the meaning set out in Section 9.2.

“ Overpayment ” has the meaning set out in Section 5.4(c)(i)(B).

“ Parties ” means, collectively, Aurora, Choom and the Choom OpCos, and each is a “ Party ”.

“ Patents ” means (i) all patents, patent applications, and other Governmental Entity-issued indicia of invention ownership (including utility models, petty patents, and inventor’s certificates); (ii) any substitutions, divisions, continuations, continuations in-part (but only to the extent that they cover the same invention claimed in the foregoing), revisions, reissues, renewals, registrations, confirmations, re examinations, extensions, supplementary protection certificates, patent term extensions, patent term adjustment, and the like, and any provisional applications, of any of the foregoing; and (iii) any foreign or international equivalent of any of the foregoing.

“ Permitted Disclosee ” has the meaning set out in Section 6.1(a).

“ Person ” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“ POS ” means the point-of-sale system(s) utilized or employed by Choom and/or each of the Choom OpCos in Choom Stores.

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“ Products ” means, collectively, cannabis products, cannabis accessories, shopping bags, and any other items that may be permitted to be sold by licensed cannabis retail stores in the Territory pursuant to Applicable Law.

“ Quarter ” means a quarterly period (i) for the first such period, beginning on the Effective Date and ending on the last calendar day of either February, May, August or November, whichever is the first to occur after the Effective Date, and (ii) for quarterly periods thereafter, beginning on the first calendar day of the calendar month immediately after the month that ended the prior period (i.e., March 1, June 1, September 1 and December 1, starting in the applicable order depending on the ending date of the first such period) and ending on the last calendar day of each successive three-month period thereafter (i.e., the last calendar day of each of February, May, August and November, starting in the applicable order depending on the ending date of first such period) of any year.

“ Records ” means all ancillary, intermediate and final documents, work product, records, reports, manuals, notes, designs, specifications, configurations and materials prepared by Choom, any of the Choom OpCos or any of their respective Affiliates or Representatives in connection with the transactions contemplated by this Agreement and/or Choom’s and the Choom OpCos’ performance of their obligations under this Agreement including all books, records, logs, files, assessments and reports: (i) that may be aggregated and/or generated by the POS; and (ii) otherwise related to the sale of Products by Choom and/or any of the Choom OpCos.

“ Records Request ” has the meaning set out in Section 5.3.

“ Representatives ” means, collectively, a Party’s directors, officers, employees, consultants, agents and advisors (including accountants, legal counsel, consultants and financial advisors), and “ Representative ” means any one of them.

“ Restructuring Fee ” has the meaning set out in Section 2.1.

“ Retail Laws ” means, collectively: (i) the laws of each of the provinces and territories of Canada in which Choom Stores are located which apply to the manufacture, advertisement, marketing, promotion, wholesale purchase, wholesale sale, retail sale and/or distribution of cannabis, cannabis products and/or related products and the establishment, ownership and/or operation of cannabis retail stores, including, without limitation, the Cannabis Licence Act (Ontario), the Gaming Liquor and Cannabis Act (Alberta), and the Cannabis Control and Licensing Act (British Columbia), as each may be amended, modified or supplemented from time to time; and (ii) the respective regulations and rules made and forms prescribed under such laws, together with all applicable and legally enforceable published policies, orders, rulings, terms and conditions, handbooks and guidelines of the applicable Governmental Entity in each such jurisdiction.

“ Retail Price ” means, with respect to each Product, the price at which such Product is sold to customers, net of applicable Taxes.

“ Retention Period ” has the meaning set out in Section 5.2.

“ Second Resolution Period ” has the meaning set out in Section 10.1(b).

“ Services Agreement ” means the services agreement proposed to be entered into by Aurora and Choom (and/or their respective Affiliates), pursuant to which the parties thereto will agree to the provision by Choom (and/or its Affiliate(s)) of certain management services

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in respect of one or more licensed cannabis retail stores or Aurora (and/or its Affiliate(s)) in the Province of Saskatchewan, on and subject to the terms and conditions thereof.

“ Services Agreement Deadline ” has the meaning set out in Section 2.2.

“ Taxes ” or “ Tax ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, disability, severance, unemployment, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and antidumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada and other government pension plan premiums or contributions.

“ Term ” has the meaning set out in Section 8.1.

“ Territory ” means each of the provinces and territories of Canada in which Choom Stores are located.

“ Third Party ” means a Person that is “arm’s length” to each of the Parties, as such term is defined in the Income Tax Act (Canada), as may be amended, modified or supplemented from time to time.

“ Third-Party Claim ” means any action, arbitration, claim, demand, proceeding or suit that is instituted or asserted by a Third Party, including a Governmental Entity, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement.

“ Third Resolution Period ” has the meaning set out in Section 10.1(c).

“ Trademarks ” means all rights in and to Canadian and foreign trademarks, trade dress, trade and business names, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications therefor, and renewals and extensions thereof, such rights and all similar or equivalent rights or forms of protection in any part of the world.

“ Transaction Documents ” means, collectively, the convertible debenture dated July 8, 2021 in the principal amount of $6,000,000 issued by Choom to Aurora and, upon its execution, the Services Agreement.

“ Underpayment ” has the meaning set out in Section 5.4(c)(i)(A).

1.3 Interpretation .

• (a) Unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended, or to any restated legislation of comparable effect.

• (b) A reference to an entity includes any entity that is a successor to or permitted assign of such entity.

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• (c) Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa

• (d) The division of this Agreement into articles, sections or subsections and the insertion of headings used throughout this Agreement are solely for convenience of reference and are not to be used as an aid in the interpretation of this Agreement. The words “Article” or “Section” followed by a number or letter refers to the specified Article or Section of this Agreement.

• (e) In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” shall be interpreted on an inclusive basis and shall be deemed to be followed by the words “without limitation”.

• (f) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day which ends the period and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

• (g) All amounts in this Agreement are stated and shall be paid in Canadian dollars.

• (h) All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting , as applicable, at the relevant time, applied on a consistent basis.

2. RESTRUCTURING FEE

• 2.1 Right to Receive Fee. Subject to the terms and conditions of this Agreement, for the duration of the Term, Choom and each of the Choom OpCos hereby agrees to pay to Aurora, and Aurora agrees to receive from Choom and each of the Choom OpCos, a fee (the “ Restructuring Fee ”) payable in respect of sales of Products by Choom and the Choom OpCos at Choom Stores in the Territory during the Term, such Restructuring Fee to be payable to Aurora in accordance with Section 3.1 and to be calculated as follows:

A = (B * C) * D Where: A = the Restructuring Fee; B = the aggregate number of units of Products sold at Choom Stores in the Territory during the applicable period; C = the applicable Retail Price of each of the Products sold at Choom Stores in the Territory during the applicable period; and D = 1.25%, subject to Section 2.2. [commercially sensitive information redacted]

• 2.2 Services Agreement. Following the Effective Date, the Parties agree to negotiate in good faith the terms of the Services Agreement with a view to entering into the Services Agreement, in a form and substance satisfactory to each of the Parties, each acting reasonably, by no later than the date that is ninety (90) days following the Effective Date (the “ Services Agreement Deadline ”). In the event such Services Agreement is not entered into

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on or before the Services Agreement Deadline, the percentage used in the calculation of the Restructuring Fee, as set forth in Section 2.1, will increase by 2.00% beginning on the date immediately following the Services Agreement Deadline and continue to increase by 0.5% upon the elapse of each thirty (30) day period thereafter up to a maximum percentage of 5.0%. For the avoidance of doubt, in the event the Services Agreement is not entered into on or before the Services Agreement Deadline, the percentage upon which the Restructuring Fee is calculated will increase to 3.25% beginning on the date immediately following the Services Agreement Deadline, being the 91[st] day following the Effective Date.

• 2.3 Additional Choom OpCos. In the event that, after the Effective Date, any Affiliate of Choom, Choom BC, Choom ON and/or Choom AB that is not a party to this Agreement as at such date:

• (a) intend to begin owning, operating and/or otherwise participating in the management of licensed cannabis retail stores in the Territory; or

• (b) applies for any licences, permits, authorizations, certifications and/or other approvals required under applicable Retail Laws in order to do any of the activities listed in Section 2.3(a),

then Choom, Choom BC, Choom ON and/or Choom AB (as applicable) shall cause such Person, prior to such Person beginning to perform any of the activities listed in Section 2.3(a), to become a party to this Agreement by executing and delivering to the other Parties a joinder agreement, substantially in the form attached hereto as Schedule “A”, pursuant to which such Person will agree to be bound by and subject to the terms of this Agreement as a Choom OpCo and thereafter such Person shall be deemed to be a Choom OpCo for all purposes under this Agreement.

3. PAYMENT TERMS

3.1 Payment Schedule and Mechanics.

• (a) No later than ten (10) Business Days following the expiry of any Quarter during the Term, Choom (on its own behalf and on behalf of the Choom OpCos) shall pay to Aurora an amount equal to the Restructuring Fee for the immediately preceding Quarter.

• (b) Amounts payable to Aurora pursuant to Section 3.1(a) shall be paid by Choom (on its own behalf and on behalf of the Choom OpCos) to Aurora in accordance with this Agreement by wire transfer of immediately available funds in accordance with the wire transfer instructions provided in writing by Aurora to Choom (on its own behalf and on behalf of the Choom OpCos) (each, a “ Fee Payment ”).

• (c) No later than five (5) days following the expiry of any calendar month during the Term, Choom (on its own behalf and on behalf of the Choom OpCos) shall deliver to Aurora a report (each, a “ Sales Report ”) that sets out, at a minimum, the following:

• (i) the aggregate number of units of each type of Product sold at all Choom Stores in the Territory during the applicable calendar month;

• (ii) the Retail Price of each such type of Product during the applicable calendar month;

• (iii) the aggregate gross revenue generated by all Choom Stores from the sale of Products in the Territory during the applicable calendar month; and

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  • (iv) such other information pertinent to the subject matter of this Agreement as Aurora may reasonably request from time to time.

• (d) With respect to each Fee Payment, the Parties acknowledge and confirm that payment and acceptance of any Fee Payment or the associated Sales Report shall not prevent or limit the ability of Aurora to Audit the Records of Choom and/or any Choom OpCos and dispute the calculation of such Fee Payment, provided that such Audit and/or dispute is requested or commenced, as applicable, in writing within the twelve (12) month period immediately following the date of such Fee Payment, failing which such Fee Payment shall be deemed to be conclusively and irrevocably accepted by Aurora and Choom and the Choom OpCos shall have no further liability, and Aurora shall have no further right, in respect of such Fee Payment.

• 3.2 Taxes. Subject to Applicable Law, the Parties shall cooperate with each other to minimize each other’s applicable Taxes and each Party shall use commercially reasonable efforts to provide the other Party with any reasonable certificates or documents which are useful for such purpose.

4. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

• 4.1 Mutual Representations and Warranties. Each Party represents and warrants to and in favour of, and covenants with, each other Party as follows, and acknowledges that each other Party is relying upon the following representations, warranties and covenants in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder:

• (a) the Party is a corporation validly formed and existing in good standing under the laws of its jurisdiction of formation;

• (b) the Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Party. This Agreement has been duly and validly executed by the Party and constitutes a valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or law;

• (c) the authorization of, the execution and delivery of and the performance by the Party of its obligations under this Agreement and every other agreement or document to be entered into or delivered hereunder will not constitute or result in the violation or breach of or default under, or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles, by-laws or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound, except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement; (iii) any Applicable Law or consent or approval issued by a Governmental Entity, except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement; or (iv) any term or provision of any order of any court applicable to the Party, except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement;

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• (d) no consent or approval of any Governmental Entity, or filing with or notice to any Governmental Entity or other Person, is required in connection with the execution, delivery or performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party’s ability to perform its obligations under this Agreement;

• (e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Law and has held and maintained and will hold and maintain in good standing all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business or to own, lease or operate its properties and assets, except where the failure to obtain any licence, lease, permit, authorization or other approval would not have a material adverse effect on the Party;

• (f) there are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Party) pending or, to the best of its knowledge after due inquiry, threatened against or affecting the Party at law or in equity or before or by any Governmental Entity, domestic or foreign, that would materially adversely affect the Party’s ability to perform its obligations under this Agreement; and

• (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of its knowledge after due inquiry, threatened against or affecting the Party.

• 4.2 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, CONDITIONS OR OTHER AGREEMENTS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF DURABILITY, MERCHANTABLE QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, BETWEEN THE PARTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

5. RECORDS

• 5.1 Maintenance of Records. Choom and the Choom OpCos shall create and maintain copies of accurate, complete, reliable and current (up-to-date) Records necessary for the effective and efficient performance of its obligations under this Agreement, including:

• (a) such documents, Records, data and other information required by, or required to be reported to any Governmental Entity pursuant to, Applicable Law and the provisions of this Agreement;

• (b) detailed, accurate, complete and current financial Records regarding the establishment and operation of Choom Stores in the Territory during the Term, including records related to the sale of Products; and

• (c) such other additional documents, books, Records and other information as may be mutually agreed to in writing from time to time by the Designated Representatives.

• 5.2 Retention Period. Choom and the Choom OpCos shall, and shall cause their respective Affiliates and Representatives to, retain accurate and complete copies of all Records for such period of time (i) as required by Applicable Law; or (ii) until five (5) years after the expiration or termination of this Agreement, whichever is greater (the “ Retention Period ”).

• 5.3 Records Request. At any time, and from time to time, during the Term and the Retention Period, Aurora may make a written request for a copy of the Records created and maintained by Choom and/or any of the Choom OpCos (a “ Records Request ”). Choom and/or the

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applicable Choom OpCo(s) shall provide the requested Records as soon as reasonably practicable after the date of its receipt of the Records Request and, in any event, no later than ten (10) Business Days after its receipt of the Records Request. For the avoidance of doubt, a Record as Request shall not be considered an Audit for the purposes of this Agreement.

5.4 Audit Rights.

• (a) Aurora shall have the right to inspect the books and records (including the Records) of Choom and/or any of the Choom OpCos (each, an “ Audit ”):

• (i) one (1) time during each Annual Period during the Term;

• (ii) one (1) time during each Annual Period during the Retention Period; and

• (iii) during the Term, such other times as may be mandated by a Governmental Entity or Applicable Law.

• (b) With respect to each Audit:

• (i) unless otherwise required by Applicable Law, Aurora shall provide Choom and/or the applicable Choom OpCo(s) with no less than ten (10) Business Days’ prior written notice of its intention to conduct an Audit;

• (ii) to the extent permitted by Applicable Law, Choom and/or the applicable Choom OpCo(s) shall provide Aurora and its Representatives with reasonable access, during normal business hours on Business Days, to Choom’s and/or the applicable Choom OpCos’ places of business, such Persons’ books and records (including the Records) and its Designated Representative for the purpose of conducting the Audit;

• (iii) Aurora confirms and acknowledges that Aurora and its Representatives will at all times be accompanied by a Representative of Choom and/or the applicable Choom OpCo(s) while accessing such Persons’ places of business, books and records (including the Records) and Designated Representative for the purpose of conducting the Audit;

• (iv) the Audit shall be conducted as efficiently as possible and with as little disruption to the business operations of Choom and/or the applicable Choom OpCo(s) as reasonably possible;

• (v) other than the Records and any information that may be accessed, retrieved or otherwise obtained from the POS, Aurora shall not be permitted to copy, photograph or remove any of the books and records from the premises of Choom and/or the applicable Choom OpCo(s) without the prior written consent of the Designated Representative of Choom and the Choom OpCos; and

• (vi) all costs and expenses incurred by Aurora in connection with such Audit shall be the sole responsibility of Aurora provided that, if such Audit reveals an Underpayment that is greater than five percent (5%), Choom and/or the applicable Choom OpCo(s) shall reimburse Aurora for all such costs and expenses promptly upon presentation of an invoice therefor.

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• (c) The results of each Audit (each, an “ Audit Report ”) shall be provided by Aurora to the Designated Representative of Choom and the Choom OpCos within twenty (20) Business Days of the preparation thereof. With respect to each Audit Report, the Designated Representatives shall meet within twenty (20) Business Days of the provision of the Audit Report to the Designated Representative of Choom and the Choom OpCos in order to discuss the findings of the Audit Report.

  • (i) If the Designated Representatives mutually agree on the findings set out in the Audit Report, then:

    • (A) any underpayment of any Fee Payment or other payments which are payable by Choom pursuant to the provisions of this Agreement during the audited period (each, an “ Underpayment ”) shall be promptly paid by Choom to Aurora in immediately available funds in accordance with the wire transfer instructions provided by Aurora to Choom in writing;

    • (B) any overpayment of any Fee Payment or other payments which are payable by Choom and/or any of the Choom OpCos pursuant to the provisions of this Agreement during the audited period (each, an “ Overpayment ”) shall, at Aurora’s option, be set-off against any outstanding or future payments to be made by Choom and/or any of the Choom OpCos to Aurora or promptly reimbursed by Aurora to Choom; and

    • (C) the Designated Representatives shall take such other actions as are reasonably necessary to address any other item, dispute or deficiency set out in the Audit Report.

  • (ii) If the Designated Representatives do not mutually agree on the findings set out in the Audit Report, then the dispute or deficiency set out in the Audit Report (including any purported Underpayment or Overpayment) shall be resolved in accordance with the dispute resolution procedure of this Agreement set out in Article 10.

• 5.5 Continuous Disclosure. Subject to Applicable Law and any obligations of confidentiality owed to any third parties, each Party shall promptly advise the other Party of any material development, event or information that occurs, is believed to be likely to occur, becomes known, is believed to be true or is believed to be likely to become true that will have a material impact upon the ability of said Party to perform its obligations hereunder.

6. CONFIDENTIAL INFORMATION

6.1 Confidential Information.

• (a) Without the prior written consent of the other Party to this Agreement, each Party shall treat all Confidential Information as confidential and secret and may not disclose the Confidential Information or use it other than for bona fide purposes connected with this Agreement or any other agreements or instruments to be executed and delivered pursuant to the terms hereof except that, subject to the terms of this Agreement, including, without limitation, Section 6.1(b), consent is not required for disclosure to: (i) a Representative of a Party, an Affiliate of a Party or a Representative of an Affiliate of a Party, as long as such Person is required to treat the Confidential Information as confidential on terms no less onerous than those contained herein or is otherwise subject to statutory professional confidentiality obligations or similar legal concepts

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under Applicable Law and is required to treat the Confidential Information as confidential (each such Person, a “ Permitted Disclosee ”); (ii) any Governmental Entity having jurisdiction over a Party to the extent required by Applicable Law; and (iii) any Person to the extent required by Applicable Law.

• (b) If a Party is requested pursuant to, or required by, Applicable Law to disclose any Confidential Information, such disclosing Party may make such disclosure pursuant to Section 6.1(a) but must first provide the other Party whose Confidential Information may be disclosed with prompt notice of such request or requirement, unless notice is prohibited by Applicable Law, in order to enable the other Party to seek an appropriate protective order or other remedy or to waive compliance with the terms of this Agreement or both. The disclosing Party will not oppose any action by the other Party to seek such a protective order or other remedy. If, failing the obtaining of a protective order or other remedy by the other Party, such disclosure is required, the disclosing Party will use reasonable efforts to minimize the extent of any disclosure and to ensure that the disclosure will be afforded confidential treatment.

• 6.2 Treatment of Confidential Information. Each Party shall take, and shall cause its Permitted Disclosees to take, all necessary precautions to ensure the security of each other Party’s Confidential Information and shall comply with, and shall cause its Permitted Disclosees to comply with, such other Party’s reasonable directions in relation to its Confidential Information. A Party that discloses Confidential Information of another Party to a Permitted Disclosee shall be fully responsible and liable if and to the extent any such Permitted Disclosee makes any unauthorized disclosure in breach of this Agreement.

• 6.3 Irreparable Harm. Each Party acknowledges and confirms that the actual or threatened breach of a Party’s obligations of confidentiality set out herein shall cause the non-breaching Party immediate and irreparable harm and such non-breaching Party may be entitled to seek immediate injunctive relief restraining the breaching Party from such breach or threatened breach, in addition to any other remedies available to it in law or equity.

• 6.4 Publicity. Each Party and its Representatives shall not, without the prior written consent of the other Party: (i) use the trademarks, labels or other proprietary designations of the other Party or its Affiliates in any form or manner, including in any advertising, marketing, promotion or other materials that will be made available or provided to third parties or the public; (ii) discuss with, or reveal to, third parties any aspect of this Agreement (including its existence and the nature of any products or services provided pursuant to it), except for the sole purpose of review by the Party’s designated legal counsel and advisors; or (iii) issue any news release, advertisement or public communication in which any of the other Party, their Affiliates or their activities or relationship with the Party are mentioned, except where the issuance of any news release may be required by a Party on the advice of counsel, acting reasonably and in good faith, in order to comply with Applicable Law and such Party has provided notice to the other Party.

7. DESIGNATED REPRESENTATIVES

7.1 Selection of Designated Representatives.

• (a) Each of Aurora and Choom (on its own behalf and on behalf of the Choom OpCos) shall appoint a representative that will have general oversight and management responsibility for the general administration of this Agreement and to whom the questions and concerns of each Party with respect to the rights, obligations and performance of this Agreement shall be directed in the first instance (each such Person, a “ Designated

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Representative ”, and collectively, the “ Designated Representatives ”). For greater certainty, each Designated Representative shall have decision-making authority and the ability to bind his or her respective Party. As at the Effective Date, the Designated Representatives of each Party are as follows:

Party	Designated Representative	Contact Information
Aurora	Ananth Krishnan	Phone: 437-245 5169 Email: Ananth.Krishnan@auroramj.com
Choom and the Choom OpCos	Dylan Murray	Phone: 778-870-0729 Email: dylan@choom.ca

[personal information redacted]

• (b) Each Party may change its Designated Representative by providing to the other Party no less than five (5) Business Days’ prior written notice of such change.

• 7.2 Mandate of Designated Representatives. The Designated Representatives of each Party shall, among other things: (i) generally review the performance of this Agreement and facilitate the cooperation of Aurora and Choom (on its own behalf and on behalf of the Choom OpCos) in the performance of this Agreement; (ii) direct its internal personnel to maintain the all Records required to be maintained in accordance with this Agreement; (iii) perform those obligations designated in this provisions of this Agreement as responsibilities of the Designated Representatives; (iv) have overall responsibility for the consideration of any proposed amendment or modification to this Agreement; and (v) have such other responsibilities and obligations or perform such other duties as are expressly contemplated by this Agreement or as Choom (on its own behalf and on behalf of the Choom OpCos) and Aurora may mutually agree in writing from time to time.

• 7.3 Meetings of Designated Representatives. The Designated Representatives shall meet at least once per Annual Period during the Term , or more or less frequently as may be mutually agreed by the Designated Representatives from time to time.

8. TERM AND TERMINATION

• 8.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the terms hereof (the “ Term ”).

8.2 Termination.

(a) Aurora Termination Rights.

• (i) Aurora may terminate this Agreement immediately by giving written Notice to Choom and the Choom OpCos on the occurrence of an Event of Default caused or committed by Choom or any of the Choom OpCos.

• (ii) Aurora may terminate this Agreement at any time during the Term for any reason by providing Choom no less than seven (7) days’ prior written notice.

• (b) Choom Termination Right.

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  • (i) Following the expiry of the fifth (5[th] ) Annual Period of the Term, Choom (on its own behalf and on behalf of the Choom OpCos) may terminate this Agreement by: (i) providing Aurora written notice of such termination (the “ Choom Notice ”); and (ii) paying to Aurora by wire transfer of immediately available funds in accordance with the wire transfer instructions provided in writing by Aurora to Choom (on its own behalf and on behalf of the Choom OpCos) an amount (the “ Choom Termination Fee ”) equal to (A) the sum of all Fee Payments in the respect of the four (4) Quarters immediately preceding the date of receipt by Aurora of the Choom Notice, multiplied by (B) six (6). For the avoidance of doubt, no termination under this Section 8.2(b) shall be effective unless and until Aurora has received the Choom Notice and the Choom Termination Fee.

  • (ii) With respect to the Choom Termination Fee, the Parties acknowledge and confirm that payment and acceptance of the Choom Termination Fee shall not prevent or limit the ability of Aurora to Audit the Records of Choom and/or any Choom OpCos and dispute the calculation of the Choom Termination Fee, provided that such Audit and/or dispute is requested or commenced, as applicable, in writing within the twelve (12) month period immediately following the date of receipt by Aurora of the Choom Termination Fee, failing which the Choom Termination Fee shall be deemed to be conclusively and irrevocably accepted by Aurora and Choom and the Choom OpCos shall have no further liability, and Aurora shall have no further right, in respect of the Choom Termination Fee.

• 8.3 Event of Default. The occurrence of any one or more of the following events shall constitute an “ Event of Default ” hereunder:

• (a) Choom or any of the Choom OpCos is in breach of any payment obligation of this Agreement, any of the Transaction Documents or any other agreement, document or instrument executed and delivered in connection herewith or therewith, and such breach is not cured within two (2) weeks of written Notice from Aurora to the defaulting Party;

• (b) Choom or any of the Choom OpCos is in material breach of any provision not relating to a payment obligation of this Agreement, any of the Transaction Documents or any other agreement, document or instrument executed and delivered in connection herewith or therewith, and if curable, such breach is not cured within twenty (20) days of written Notice from Aurora to the defaulting Party;

• (c) Choom or any of the Choom OpCos assigns or attempts to assign its rights and/or obligations under this Agreement, other than in accordance with the provisions of this Agreement;

• (d) Choom or any of the Choom OpCos fails to satisfy any obligation of such Party under Applicable Law (i) to withhold, pay, collect and/or remit any Taxes, whether assessed or not, or (ii) to complete any filing with respect to any Taxes; except as would not reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement;

• (e) Choom or any of the Choom OpCos (a) commits an act of fraud, as determined by a court of competent jurisdiction in a non-appealable decision, or (b) is convicted by a court of competent jurisdiction in a non-appealable decision of committing a criminal offense;

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• (f) Choom or any of the Choom OpCos becomes the subject of Bankruptcy Proceedings and such Bankruptcy Proceedings are not abandoned within twenty (20) Business Days of written Notice from Aurora; and

• (g) Choom or any of the Choom OpCos commences dissolution, liquidation or winding-up proceedings and such proceedings are not abandoned within twenty (20) Business Days of written Notice from Aurora.

8.4 Effect of Termination. Upon the termination of this Agreement:

• (a) the right of Aurora to receive the Restructuring Fee shall immediately terminate;

• (b) each Party shall promptly pay any other outstanding amounts owing under this Agreement, including reimbursements of expenses, if applicable, to the Party or Parties to which such amounts are owed; and

• (c) each Party shall promptly return to the other Party or destroy all Confidential Information of the other Party in the possession or control of the Party or its Affiliates or their respective Representatives provided in connection with the matters contemplated under this Agreement, and in the case of the destruction of such Confidential Information of the other Party, promptly confirm the same to the other Party in writing.

Despite the foregoing, a Party may retain data or electronic records containing the Confidential Information of the other Party solely for the purposes of backup, recovery, contingency planning or business continuity planning so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity purposes. Any such retained Confidential Information of the other Party and any other oral, visual, electronic or other Confidential Information of the other Party incapable of destruction will continue to be subject to the confidentiality, use and non-disclosure restrictions contained in this Agreement.

• 8.5 Survival. The provisions of the provisions set out under Article 4 shall survive the termination of this Agreement for a period of two (2) years. The provisions set out under Article 5 shall survive until the end of the Retention Period. The provisions of Sections 1.2, 1.3, 8.4 and 11.6, and the provisions set out under Articles 3, 7, 9 and 10, shall survive the termination of this Agreement, subject only to the applicable limitation periods of Applicable Law.

9. RISK MANAGEMENT

• 9.1 Indemnification. Subject in all cases to the limitations of liability expressly set out in this Agreement, Choom and each of the Choom OpCos (each, an “ Indemnifying Party ”) agrees to indemnify, defend and hold harmless Aurora, its Affiliates and each of their respective Representatives, successors and assigns (each, an “ Indemnified Party ”) from any and all Losses arising from or in connection with any of the following: (i) any material inaccuracy of any representation or warranty given by the Indemnifying Party in this Agreement or any agreement, instrument or document executed in connection with this Agreement; (ii) any breach by the Indemnifying Party of any covenant or provision of this Agreement, including any breach by the Indemnifying Party that was caused by or contributed to by any act or omission of its Affiliates or the respective Representatives, successors, and assigns of the Indemnifying Party and its Affiliates; and (iii) the failure of the Indemnifying Party, its Affiliates and their respective Representatives, successors, and assigns to comply with Applicable Law in the performance of the obligations of the Indemnifying Party hereunder.

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• 9.2 Notice of Claim. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under Section 9.1, then the Indemnified Party shall promptly give written notice thereof (a “ Notice of Claim ”), which notice shall specify whether the potential Losses arise as a result of a Direct Claim or a Third-Party Claim. Each Notice of Claim shall specify with reasonable particularity (to the extent that the information is available): (i) the factual basis for the Claim and any provisions of this Agreement, or of any Applicable Law, relied upon; and (ii) the amount of the Claim or, if an amount is not determinable, an approximate and reasonable estimate of the potential Claim; provided that the failure by an Indemnified Party to timely provide a Notice of Claim shall not relieve or diminish the Indemnifying Party from its indemnification obligations pursuant to Section 9.1 unless and only to the extent such failure or delay has prejudiced or could reasonably be expected to prejudice such Indemnifying Party’s ability to fully respond or the amount of Losses.

• 9.3 Procedure for Indemnification of Direct Claims. Following receipt of a Notice of Claim of a Direct Claim, the Indemnifying Party shall have forty (40) Business Days to make such investigation of the Direct Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party and its Representatives the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiration of such forty (40) Business Day period (or any extension thereof mutually agreed to in writing by the Indemnified Party and the Indemnifying Party) as to the validity and amount of the Direct Claim, then the Indemnifying Party shall promptly pay to the Indemnified Party the full agreed upon amount of the Direct Claim, failing which the Claim shall be settled in accordance with Article 10.

9.4 Procedure for Indemnification of Third-Party Claims.

• (a) With respect to any Third-Party Claim, the Indemnifying Party shall have the right, at its own expense, to participate in or assume control of the negotiation, settlement or defence of the Third-Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third-Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party.

• (b) If the Indemnifying Party, having elected to assume control as contemplated in Section 9.4(a), thereafter fails to defend such Third-Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume control of the Third-Party Claim and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third-Party Claim.

• (c) In the event that any Third-Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to such Third-Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified

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Party for any such payment. If the amount of any liability under the Third-Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party.

• (d) Except in the circumstances contemplated by Section 9.4(b), whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third-Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third-Party Claim except with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably delayed or withheld.

• (e) The Indemnified Party shall not permit any right of appeal in respect of any Third-Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third-Party Claim.

• (f) The Parties shall (i) cooperate fully with each other with respect to Third-Party Claims, (ii) keep each other fully advised with respect thereto, including supplying copies of all relevant documentation promptly as it becomes available, and (iii) each designate a senior officer who will keep himself/herself informed about and be prepared to discuss the Third-Party Claim with his or her counterpart and with legal counsel at all reasonable times.

• (g) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third-Party Claim without the consent of the Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the claim and does not include any admission of guilt or fault on the part of the Indemnified Party.

• 9.5 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by an act of Force Majeure, provided that the non-performing Party is without fault in causing such default or delay (each such event of Force Majeure meeting such qualifications being a “ Force Majeure Event ”). For any Force Majeure Event, the nonperforming Party shall be excused from further performance or observance of the obligation(s) so affected for as long as such Force Majeure Event prevails and such Party continues to use its good faith commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due in writing and describe a reasonable level of detail the circumstances causing such delay (a “ Force Majeure Event Notice ”). Promptly after receipt of a Force Majeure Event Notice, the Designated Representatives shall meet (in person or by telephone) to discuss the Force Majeure Event and consider possible workarounds to the Force Majeure Event.

10. DISPUTE RESOLUTION

• 10.1 Procedure. All disputes, controversies or claims arising out of, relating to, or in respect of this Agreement including any issue regarding its existence, validity, enforceability, interpretation, breach or termination (each, a “ Dispute ”) shall be resolved as follows in accordance with the terms of this Article 10:

• (a) The Parties shall first attempt to amicably resolve any Dispute through negotiation among the Designated Representatives of the Parties within ten (10) Business Days (or

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such longer period to which the Parties may mutually agree in writing) of a Party being provided with a Notice of such Dispute in accordance with Section 11.6 (the “ First Resolution Period ”);

• (b) If a Dispute is not resolved during the First Resolution Period, the Parties shall attempt to amicably resolve the Dispute through negotiation among senior executives of the Parties (unless the Designated Representative of such Party is the sole senior executive of such Party, in which case the Designated Representative of such Party shall participate) within five (5) Business Days of the expiry of the First Resolution Period (the “ Second Resolution Period ”);

• (c) If a Dispute is not resolved during the Second Resolution Period, the Parties shall attempt to amicably resolve the Dispute through negotiation among their respective chief executive officers (unless the Designated Representative of such Party is the sole director and officer of such Party, in which case the Designated Representative of such Party shall participate) within five (5) Business Days of the expiry of the Second Resolution Period (the “ Third Resolution Period ”); and

• (d) If a Dispute is not resolved during the Third Resolution Period, the Party that initially provided the Notice of the Dispute may commence an action or other proceeding in the Supreme Court of British Columbia for the adjudication of the Dispute.

• 10.2 No Restriction. Nothing in this Agreement shall restrict or prohibit a Party from commencing an action or application at any time in order to protect its rights under this Agreement or in relation to a dispute or disagreement.

• 10.3 Continued Performance. Except where reasonably prevented by the nature of the Dispute, the Parties shall continue to perform their respective duties, obligations and responsibilities under this Agreement while the Dispute is being resolved in accordance with this Article 10, unless and until such obligations are lawfully terminated or expire in accordance with the provisions thereof.

• 10.4 Proceedings Confidential. All dispute resolution proceedings (including all related information, communications, documents, materials and evidence) shall be strictly confidential and each Party shall have a fiduciary obligation to the other Party to protect, preserve and maintain the integrity of such confidentiality, in each case, except as may lawfully be required in judicial proceedings or as may be required by Applicable Law.

11. MISCELLANEOUS

• 11.1 Time of the Essence. Time is of the essence in this Agreement.

• 11.2 Entire Agreement. This Agreement, the schedules hereto, the Transaction Documents and any other documents required to be delivered pursuant to this Agreement or incorporated by reference into this Agreement constitute the entire agreement between the Parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

• 11.3 Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing

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by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

• 11.4 Amendment. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the Parties.

• 11.5 Meetings. All meetings referred to herein may be held by telephone, electronic or other communication facilities as may be agreed to from time to time by the Designated Representatives of the Parties, that permit all Persons participating in the meeting to communicate adequately with each other at the same time, and a Party participating by such means is deemed to be present at that meeting.

• 11.6 Notice. Any notice, direction or other communication given pursuant to this Agreement (each, a “ Notice ”) must be in writing, sent by personal delivery, courier or facsimile (but not by email) and addressed:

• (a) If to Aurora, at:

510 Seymour Street, 9th Floor Vancouver, BC V6B 1V5

Attention: Peter Westcott

Email: Peter.Westcott@auroramj.com [personal information redacted]

With a copy to (which shall not constitute notice):

McCarthy Tetrault LLP 66 Wellington Street West Suite 5300, TD Bank Tower Toronto ON M5K 1E6

Attention: Ranjeev Dhillon Email: rdhillon@mccarthy.ca

• (b) If to Choom or any of the Choom OpCos, at:

208 – 1525 West 8[th] Avenue Vancouver, B.C V6J 1T5

Attention: Dylan Murray Email: dylan@choom.ca

With a copy to (which shall not constitute notice):

Pushor Mitchell LLP 301 – 1665 Ellis Street Kelowna, BC V1Y 2B3

Attention: Keith Inman Email: inman@pushormitchell.com

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local

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time in place of receipt) and otherwise on the next Business Day or (ii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

• 11.7 Enurement. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors, legal representatives and permitted assigns.

• 11.8 Successors and Assigns. This Agreement becomes effective when executed by all of the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. Neither this Agreement nor any of the rights or obligations under this Agreement, including any right to payment, may be assigned or transferred, in whole or in part, by Choom or any of the Choom OpCos without the prior written consent of Aurora, which consent may be withheld, in the sole discretion of Aurora. Any purported assignment or transfer without such written consent will be null and void and of no effect. Aurora may assign and/or transfer, in whole or in part, this Agreement and/or any right and/or obligation of Aurora under this Agreement, including any right to payment, to any Affiliate thereof without the consent of any other Party. In the event Aurora reasonably believes that any of the transactions and/or arrangements contemplated under this Agreement will be prohibited by a Governmental Authority having competent jurisdiction, or be otherwise determined by a Governmental Authority having competent jurisdiction to not be compliant with Applicable Law, Aurora shall be permitted to assign and/or transfer, in whole or in part, this Agreement and/or any right and/or obligation of Aurora under this Agreement, including any right to payment, to any Third Party without the consent of any other Party.

• 11.9 Further Assurances. Each Party shall, from time to time and at all times hereafter, at the request of the other Party but without additional consideration, do all such other acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.

• 11.10 Counterparts. This Agreement may be executed by any Party in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile of, or e-mail transmission of a portable document format (.pdf), copy of the execution page hereof reflecting the execution of this Agreement by any Party shall be effective to evidence the Party’s intention to be bound by this Agreement and that Party’s agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

• 11.11 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

• 11.12 Governing Law. This Agreement is governed by, and will be interpreted and construed in accordance with, the local domestic laws of the Province of British Columbia and the federal

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laws of Canada applicable therein. This Agreement will be treated in all respects as a British Columbia contract.

• 11.13 Choice of Forum. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

• [ Remainder of page left blank intentionally – signature page follows. ]

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IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date.

AURORA CANNABIS INC.

By: “ Glen Ibbott ” /s/ Name: Glen Ibbott Title: Chief Financial Officer

CHOOM HOLDINGS INC.

By: “ Corey Gillon ” /s/ Name: Corey Gillon Title: Chief Executive Officer

CHOOM BC RETAIL HOLDINGS INC.

By: “ Corey Gillon ” /s/ Name: Corey Gillon Title: Chief Executive Officer

2688412 ONTARIO INC.

By: “ Corey Gillon ” /s/ Name: Corey Gillon Title: Chief Executive Officer

2151414 ALBERTA LTD.

By: “ Corey Gillon ” /s/ Name: Corey Gillon Title: Chief Executive Officer

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SCHEDULE “A”

FORM OF JOINDER AGREEMENT

• TO: Each of the parties to the Debt Restructuring Agreement among, inter alios , Aurora Cannabis Inc., Choom Holdings Inc., Choom BC Retail Holdings Inc., 2688412 Ontario Inc. and 2151414 Alberta Ltd. dated July 8, 2021, as amended (the “ Restructuring Agreement ”)

This Joinder Agreement (this “ Joinder Agreement ”) is made as of the date written below by the undersigned (the “ Joining Party ”) in accordance with the Restructuring Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Restructuring Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Restructuring Agreement as of the date hereof and shall have all of the rights and obligations of a Choom OpCo thereunder as if it had executed the Restructuring Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Restructuring Agreement.

IN WITNESS WHEREOF , the undersigned has executed this Joinder Agreement as of the date written below.

DATED __, 20.

[NAME OF JOINDER PARTY]

Per: Authorized Signatory Per:

Authorized Signatory

SIGNED, SEALED AND DELIVERED ) Per: in the presence of: ) [NAME OF JOINDER PARTY] ) ) Witness )

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