Curaleaf — M&A Activity 2021

Mar 20, 2021

SEDAR VERSION

Curaleaf Holdings, Inc. as Purchaser

and

The Persons listed on Exhibit “A” hereto

as the Signing Vendors

and

EMMAC Life Sciences Limited as the Corporation

SHARE PURCHASE AGREEMENT

Dated March 9, 2021

TABLE OF CONTENTS

TABLE OF CONTENTS	TABLE OF CONTENTS
ARTICLE 1 INTERPRETATION ........................................................................................................... 4
1.1	Defined Terms ............................................................................................................................ 4
1.2	Other Defined Terms ............................................................................................................... 16
1.3	Gender and Number ................................................................................................................ 18
1.4	Headings, etc. ........................................................................................................................... 18
1.5	Currency .................................................................................................................................... 18
1.6	Certain Phrases ......................................................................................................................... 18
1.7	Knowledge ................................................................................................................................ 18
1.8	Accounting Terms .................................................................................................................... 18
1.9	Incorporation of Schedules and Exhibits .............................................................................. 18
1.10	References to Persons .............................................................................................................. 18
1.11	Statutes ...................................................................................................................................... 19
1.12	Non-Business Days .................................................................................................................. 19
1.13	Computation of Time Periods ................................................................................................ 19
1.14	Legal Representation; No Presumption Against Party that Stipulated the Obligation . 19
1.15	Overlapping Representations ................................................................................................. 19
ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE ............................................................ 19
2.1	Purchase and Sale..................................................................................................................... 19
2.2	Payment of Purchase Price ..................................................................................................... 20
2.3	Adjustment to Purchase Price ................................................................................................ 20
	2.3.1 Preliminary Closing Working Capital and Preliminary Net Debt ...................... 20
	2.3.2 Delivery of Closing Date Statement ......................................................................... 22
	2.3.3 Objection ...................................................................................................................... 22
	2.3.4 Working Capital and Net Debt Adjustments ......................................................... 22
	2.3.5 Fees and Expenses ...................................................................................................... 23
2.4	Earn-Out Payments .................................................................................................................. 23
2.5	No Effect on Other Rights ....................................................................................................... 24
2.6	Additional Purchase Price ...................................................................................................... 24
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VENDORS AND THE
CORPORATION ..................................................................................................................................... 24
3.1	Representations and Warranties of the Vendors ................................................................. 24
3.2	Representations and Warranties of the Corporation .......................................................... 27
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER ............................. 42
4.1	Representations and Warranties of Purchaser ..................................................................... 42
ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES .................................................... 44
5.1	Conduct of Business Before Closing ...................................................................................... 44
5.2	Access for Due Diligence ........................................................................................................ 44
5.3	Filings and Authorizations ..................................................................................................... 45
5.4	Notice of Inaccurate Representation or Warranty ............................................................... 45
5.5	Exclusive Dealing ..................................................................................................................... 45
5.6	Satisfaction of Conditions ....................................................................................................... 46
5.7	Assurance .................................................................................................................................. 46

(i)

ARTICLE 6 CONDITIONS OF CLOSING AND TERMINATION .............................................. 46	ARTICLE 6 CONDITIONS OF CLOSING AND TERMINATION .............................................. 46
6.1	Conditions for the Benefit of Purchaser ................................................................................ 46
	6.1.1 Truth of Representations and Warranties and Performance of Covenants........ 47
	6.1.2 Authorizations and Consents ................................................................................... 47
	6.1.3 Completion of Certain Pre-Closing Matters ........................................................... 47
	6.1.4 Deliveries ..................................................................................................................... 48
	6.1.5 No Legal Action .......................................................................................................... 49
	6.1.6 No Material Change ................................................................................................... 49
	6.1.7 Stock Exchange Approval ......................................................................................... 50
	6.1.8 Escrow .......................................................................................................................... 50
	6.1.9 No Objection from National Crime Agency in United Kingdom ........................ 50
6.2	Conditions for the Benefit of Vendors .................................................................................. 50
	6.2.1 Truth of Representations and Warranties and Performance of Covenants........ 50
	6.2.2 Deliveries ..................................................................................................................... 51
	6.2.3 No Legal Action .......................................................................................................... 51
	6.2.4 Delivery of Purchase Price ........................................................................................ 52
	6.2.5 Stock Exchange Approval ......................................................................................... 52
	6.2.6 No Objection from National Crime Agency in United Kingdom ........................ 52
	6.2.7 No Material Adverse Change ................................................................................... 52
6.3	Termination Rights .................................................................................................................. 52
6.4	Effects of Termination ............................................................................................................. 53
ARTICLE 7 CLOSING AND POWER OF ATTORNEY .................................................................. 54
7.1	Date, Time and Place of Closing ............................................................................................ 54
7.2	Power of Attorney pending stamping and registration of Purchased Shares in name of
Purchaser ................................................................................................................................................... 54
ARTICLE 8 INDEMNIFICATION ...................................................................................................... 55
8.1	Indemnification in Favour of Purchaser ............................................................................... 55
8.2	Indemnification in Favour of Vendors .................................................................................. 56
8.3	Time Limitations ...................................................................................................................... 56
8.4	Limitation on Damages ........................................................................................................... 57
8.5	Quantification of Damages ..................................................................................................... 58
8.6	Recourse for Damages Payable by Vendors ......................................................................... 58
8.7	Notification ............................................................................................................................... 59
8.8	Direct Claims ............................................................................................................................ 59
8.9	Defence of Third Party Claim ................................................................................................. 60
8.10	Adjustment to Purchase Price ................................................................................................ 62
8.11	Exclusive Remedy .................................................................................................................... 62
8.12	Mitigation .................................................................................................................................. 62
ARTICLE 9 MISCELLANEOUS ........................................................................................................... 63
9.1	Further Assurances .................................................................................................................. 63
9.2	Notices ....................................................................................................................................... 63
9.3	Public Disclosure ...................................................................................................................... 65
9.4	Confidentiality .......................................................................................................................... 65
9.5	Third Party Beneficiaries ......................................................................................................... 66

(ii)

9.6	Expenses .................................................................................................................................... 66
9.7	Appointment of Vendors’ Representative ............................................................................ 66
9.8	Amendments ............................................................................................................................ 67
9.9	Waiver ........................................................................................................................................ 67
9.10	Non-Merger .............................................................................................................................. 67
9.11	Entire Agreement ..................................................................................................................... 68
9.12	Successors and Assigns ........................................................................................................... 68
9.13	Severability ................................................................................................................................ 68
9.14	Governing Law ......................................................................................................................... 69
9.15	Electronic Delivery ................................................................................................................... 69
9.16	Counterparts ............................................................................................................................. 69

Exhibits

xhibits
Exhibit “A”	-	Signing Vendors
Exhibit “B”	-	Non-Signing Vendors
Exhibit “C”	-	Subsidiaries
Exhibit “D”	-	Sample Calculation of Working Capital
Exhibit “E”	-	Form of Non-Competition and Confidentiality Agreement
Exhibit “F”	-	Form of Lock-Up Agreement

(iii)

SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated March 9, 2021, between Curaleaf Holdings, Inc., a corporation incorporated under the laws of the Province of British Columbia (“ Purchaser ”), the Persons listed on Exhibit “A” hereto (collectively, the “ Original Signing Vendors ”), EMMAC Life Sciences Limited, a corporation incorporated under the laws of England and Wales (the “ Corporation ” or “ EMMAC ”) and such other shareholders of the Corporation that sign a joinder hereto (the “ Joinder Vendors ”, and collectively with the Original Signing Vendors, the “ Signing Vendors ”).

RECITALS:

• (a) Purchaser wishes to acquire all of the issued and outstanding shares in the capital of the Corporation, and the Signing Vendors wish to sell their shares in the capital of the Corporation to Purchaser.

• (b) Prior to the Closing Date, as a condition to Closing, the Signing Vendors will exercise their drag-along rights pursuant to Article 28 of the Articles (as defined below) to cause any Person listed in Exhibit “B” hereto that has not become a Joinder Vendor (the “ NonSigning Vendors ” and, collectively with the Signing Vendors, “ Vendors ”) to sell their shares in the capital of the Corporation to Purchaser on the terms set forth in this Agreement and the Corporation will sign a joinder hereto on the part of such Person as their attorney in fact.

• (c) This Agreement sets forth the terms and conditions upon which Purchaser will purchase from Vendors, and Vendors will sell to Purchaser, the issued and outstanding shares in the capital of the Corporation.

IN CONSIDERATION OF THE ABOVE AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following capitalized terms have the following meanings:

• (a) “ Account ” means the account designated by the Vendors’ Representative in writing to Purchaser at least two Business Days prior to Closing, and any replacement account designated by the Vendors’ Representative in writing to the Purchaser from time to time after the Closing Date.

• (b) “ Acquired Companies ” means, collectively, the Corporation and the Subsidiaries.

• (c) “ Affiliate ” means, in relation to a Person that is not an individual any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person.

(4)

• (d) “ Agreement ” means this Share Purchase Agreement as it may from time to time be amended, restated, replaced, supplemented or novated.

• (e) “ Ancillary Agreement ” has the meaning ascribed to it in Section 4.1(1).

• (f) “ Articles ” means the articles of association adopted by the Corporation on March 3, 2021.

• (g) “ Authorization ” means, with respect to any Person, any order, decree, permit, certificate, certificate of authorization, approval, registration, waiver, license, consent, agreement, directive, notice or similar authorization of any Governmental Entity having jurisdiction over the Person.

• (h) “ [redacted brand name] ” means the [redacted brand name] wellness brand sold to Yooma pursuant to the Yooma Asset Purchase Agreement.

• (i) “ [redacted brand name] Vendors ” means each of and collectively [redacted names].

• (j) “ [redacted brand name] SPA ” means the sale and purchase agreement between EMMAC Suisse and [redacted seller name] pursuant to which the Corporation acquired the business and assets of the trading “[redacted brand name]” business dated 23 January 2019.

• (k) “ Books and Records ” means all information relating to the Acquired Companies and owned by an Acquired Company, including books of account, Tax records, sales and purchase records, customer and supplier lists relating to past, present and prospective customers and suppliers, Software, formulae, technical documents including specifications, business reports, plans and projections and all other documents, files, correspondence and Corporate Records, whether in written or electronic form.

• (l) “ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which Canadian or English banks are generally closed for business.

• (m) “ Canadian Securities Laws ” means, collectively, all Canadian securities laws in each of the provinces and territories of Canada, as applicable, and the respective rules, regulations, blanket orders and rulings under such laws together with applicable published policies, policy statements, instruments and notices of the Canadian Securities Regulators, including the rules and written policies of the Exchange.

• (n) “ Canadian Securities Regulators ” means the applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada and “Canadian Securities Regulator” means any one of them;

• (o) “ Cash ” means the amount equal to the sum of (without duplication) all cash and cash equivalents (including cash, deposits, certificates of deposit, money market instruments, marketable securities and rights in and to bank and investment accounts), provided that Cash will be (i) decreased, without duplication, by (A) excluding cheques issued by an Acquired Company to a third party that have not yet cleared and

(5)

(B) Restricted Cash; and (ii) increased by all deposits in transit or amounts held for deposit that have not yet cleared, other wire transfers and drafts deposited or received and available for deposit, each as determined in accordance with IFRS.

• (p) “ Closing ” means the completion of the purchase and sale transaction contemplated by this Agreement.

• (q) “ Closing Bonuses ” means all bonuses (including discretionary bonuses), “stay-pay” or similar compensatory payments payable (including any change of control payments or severance payments) by the Acquired Companies to their employees, officers and directors (and the employer portion of any payroll Taxes in connection therewith) as a result of the execution of this Agreement or the consummation of the transaction of purchase and sale contemplated hereby.

• (r) “ Closing Purchase Price ” means an amount equal to ₤0.50 plus or minus, as the case may be, the Closing Adjustment.

• (s) “ Competition Laws ” means the national and directly effective legislation of any jurisdiction in which the Corporation or the Subsidiaries conduct business which from time to time governs the conduct of companies or individuals in relation to restrictive or other anti-competitive agreements or practices (including, but not limited to, cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers.

• (t) “ Connected ” has the meaning set out in the United Kingdom Corporation Tax Act 2010.

• (u) “ Consent ” means, with respect to any Person, the unconditional consent of a contracting party to, or as a result of, the transactions contemplated by this Agreement if required by the terms of any Contract, between such contracting party and such Person.

• (v) “ Contingent Liability ” means up to €600,000 of cash or Purchaser Shares (at the election of Purchaser) that may be due to certain consultants in Germany.

• (w) “ Contract ” means any agreement, contract, instrument, undertaking and commitment, whether written or oral.

• (x) “ Control ” means (and any derivatives thereof, including “ Controlled ”) (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity (A) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (B) the ownership of other

(6)

interests or the holding of a position (such as trustee) entitling the holder to exercise control and direction over the activities of such Person.

• (y) “ Conversion Shares ” means, collectively, the new Ordinary Shares issued by the Corporation immediately prior to the Closing Date in relation to the Convertible Note 2019, the Convertible Note 2020 and the Convertible [redacted brand name] Note.

• (z) “ Convertible Loans ” means, collectively the Convertible Note 2019, the Convertible Note 2020 and the Convertible [redacted brand name] Note.

• (aa) “ Convertible Note 2019 ” means the convertible loan note instrument adopted by the Corporation on 4 July 2019, which created 20,000 convertible loan notes of £1,000.

• (bb) “ Convertible Note 2020 ” means the convertible loan note instrument adopted by the Corporation on 24 November 2020, which created 20,000 convertible loan notes of £1,000.

• (cc) “ Convertible [redacted brand name] Note ” means a convertible loan note in respect of £1,554,622 issued by the Corporation in favour of the [redacted brand name] Vendors as part of the consideration due under the [redacted brand name] SPA.

• (dd) “ Corporate Records ” means the corporate records of each Acquired Company including, (i) all Governing Documents; (ii) all minutes of meetings and resolutions of shareholders and directors (and any committees); (iii) the share certificate book, securities register, register of transfers and register of directors; and (iv) the corporate seal.

• (ee) “ Corporate Transaction Expenses ” means the expenses of the Acquired Companies incurred in connection with the negotiation and performance of this Agreement, and all matters ancillary hereto, including all advisor or professional fees.

• (ff)

• “ Corporation ” has the meaning ascribed to it in the preamble.

• (gg) “ Covered Profits Per Share ” means amount equal to (i) the net amount (after reasonable and documented commissions, legal expenses and regulatory filing fees and expenses) derived by Purchaser and its Affiliates on any Transfer of Purchased Shares which are subject to Section 2.6 divided by (ii) the number of Purchased Shares so Transferred.

• (hh) “ COVID-19 ” means a coronavirus identified as the cause of an outbreak of respiratory illness that was declared a global pandemic in 2020 and remains a global pandemic as at the date of this Agreement and any continuation, worsening expansion or mutation thereof.

• (ii) “ Current Assets ” means the current assets of the Acquired Companies (on a consolidated basis) as determined in accordance with IFRS, but excludes (i) Cash (ii) any deferred tax assets, and (iii) any provisions or marked-to-market adjustments.

(7)

• (jj) “ Current Liabilities ” means the current liabilities of the Acquired Companies (on a consolidated basis) as determined in accordance with IFRS, but excludes (i) any deferred tax liabilities, (ii) any Debt and (iii) any amount owing in respect of the Corporate Transaction Expenses.

• (kk) “ Damages ” means any loss, liability, claim, damage, expense, fine, penalty or interest (whether or not involving a Third Party Claim) including costs, fees and expenses of legal counsel (including extra-judicial fees and costs, which the Parties agree are determinate, determinable and reasonable), and costs on a solicitor-client basis (without reduction for tariff rates or similar reductions) and other advisors and experts.

• (ll) “ Data Protection Laws ” means all laws (whether of the UK or any other jurisdiction) relating to the use, protection and privacy of personal data (which are from time to time applicable to the Corporation or any of the Subsidiaries (or any part of their business).

• (mm) “ Debt ” means the amount equal to the sum of (without duplication):

• (i) all indebtedness for borrowed money (including overdraft facilities) (without duplication) (whether short term or long term);

• (ii) all obligations evidenced by notes, bonds, debentures or other similar instruments or debt securities;

• (iii) all indebtedness arising under conditional sales Contracts and other similar title retention instruments;

• (iv) all obligations in respect of letters of credit and bankers’ acceptances, in each case, to the extent drawn;

• (v) all liabilities less all assets arising under any interest rate swap or other interest rate protection agreement or other similar interest rate agreement or forward currency contracts;

• (vi) other than for the Excluded Earn-Out Consideration and the Contingent Liability all liabilities for the deferred or contingent purchase price of property, goods or services, including any other earn-out type payments;

• (vii) all indebtedness with respect to the factoring of accounts receivables;

• (viii) all indebtedness owing to a Person with whom the Acquired Companies were not dealing at arm’s length;

• (ix) all indebtedness of others referred to in clauses (i) through (viii) above guaranteed by any Acquired Company;

• (x) the aggregate amount of any Closing Bonuses not paid as at the Closing Date;

(8)

• (xi) the Excess Expenses;

• (xii) any declared dividend not paid by the Corporation as at the date of Closing;

• (xiii) all accrued interest, fees, prepayment, penalties or other similar obligations with respect to any of the foregoing clauses (i) through (xi); and

• (xiv) all current and long-term income tax liabilities less all current and long-term income tax assets;

each as determined in accordance with IFRS,

provided that , for the avoidance of doubt, Debt excludes any deferred tax assets and any deferred tax liabilities,

• (nn) “ Direct Claim ” means any cause, matter, thing, act, omission or state of facts not involving a Third Party Claim which entitles an Indemnified Party to make a claim for indemnification under this Agreement.

• (oo) “ EHS Laws ” means all laws, statutes, regulations, subordinate legislation, bye-laws, common law and other national, international, federal, EU, state and local laws, judgments, decisions and injunctions of any court or tribunal, and legally binding codes of practice and guidance notes which from time to time apply to the Corporation or any of its Subsidiaries (or any part of their business) and to the extent that they relate to or apply to the environment, energy efficiency, climate change or the health and safety of any person.

• (pp)

• “ EMMAC ” has the meaning ascribed to it in the preamble.

• (qq) “ EMMAC Suisse ” means EMMAC Suisse SARL (GmbH) a wholly owned subsidiary of the Corporation incorporated and registered in Switzerland.

• (rr) “ Employment Agreements ” means the employment agreements to be entered into at Closing between the Corporation, on one hand, and each of Antonio Costanzo, Tom Rooke and Thomas Ellen, on the other hand.

• (ss) “ Employment Laws ” means all laws applying in the relevant jurisdiction where an employee or worker is employed or engaged from time to time.

• (tt) “ Encumbrance ” means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien (statutory or otherwise), assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

• (uu) “ Escrow Agent ” means Odyssey Trust Company or any other Person which succeeds Odyssey Trust Company as escrow agent in accordance with the Escrow Agreement.

• (vv) “ Escrow Agreement ” means the Escrow Agreement to be entered into at Closing by and among the Purchaser, the Vendors’ Representative and the Escrow Agent.

(9)

• (ww) “ EU ” means the European Union.

• (xx) “ Exercisable Securities ” means collectively the Options and Warrants.

• (yy) “Exercise Agreements ” means the agreements between the Corporation, on the one hand, and each holder of an Exercisable Security, on the other hand, pursuant to which the Exercisable Securities held by such Person will be ceaselessly exercised immediately prior to Closing.

• (zz) “ Excess Expenses ” means an amount, if any, by which the Corporate Transaction Expenses exceeds USD$5,000,000.

• (aaa) “ Exchange ” means the Canadian Securities Exchange or any other Canadian or US national securities exchange (as such term is defined in the U.S. Securities Exchange Act of 1934, as amended) on which the Purchaser Shares are trading.

• (bbb) “ Excluded Earn-Out Consideration ” means all deferred consideration due to the [redacted subsidiary name] Vendors pursuant to the [redacted subsidiary name] SPA.

• (ccc) “ [redacted shareholder name] Amount ” means an amount equal to the Closing Purchase Price multiplied by the number of shares in the capital of the Corporation held by the shareholder identified in Section 1.1(jjj) of the Disclosure Letter immediately prior to the acquisition of such shares as contemplated hereby.

• (ddd) “ Financial Facilities ” has the meaning ascribed to it in Section 3.2(3).

• (eee) “ Financial Statements ” means (i) the audited consolidated financial statements for the Corporation as at and for the years ended on December 31, 2018 and 2019 respectively, and (ii) the unaudited consolidated balance sheet of the Corporation as at February 28, 2021 and the accompanying unaudited consolidated statement of income of the Corporation for the 2-month period then ended, consisting in each case of a balance sheet and the accompanying statements of income, retained earnings and changes in financial position for the period then ended and, in the case of the audited financial statements, notes to such financial statements together with the report of the auditors thereon, a copy of which financial statements is attached to Section 1.1(lll) of the Disclosure Letter.

• (fff) “ GMP ” means Good Manufacturing Practice, a system of certification for manufacturing facilities and processes to ensure that products are consistently produced according to prescribed quality standards.

• (ggg) “ Governing Documents ” means, with respect to any Person, (i) if a corporation or company, the certificate and articles of incorporation (or equivalent, including letters patent and memorandum and articles of association) and the by-laws; (ii) if a partnership, the partnership agreement and any declaration or statement of partnership required to be filed with any Governmental Entity in order to form the partnership or maintain the limited liability of any partners; (iii) if a limited liability company, the articles of organization and operating agreement; (iv) if another type of

(10)

Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (v) all shareholders’ or equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of such Person or relating to the rights, duties and obligations of the shareholders or equityholders of such Person; and (vi) any amendment or supplement to any of the foregoing.

• (hhh) “ Governmental Entity ” means (i) any governmental or public department, central bank, court, commission, board, bureau, agency, commissioner, minister, governor-incouncil, cabinet, tribunal 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 quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

• (iii) “ GreenLeaf ” means GreenLeaf Corporation SAS a company incorporated under the laws of France, with registered number 833540636.

• (jjj) “ IFRS ” means the International Financial Reporting Standards as adopted by the International Accounting Standard Board, as the relevant time, applied in a consistent basis.

• (kkk) “ Infarmed ” means the national medicine regulatory authority in Portugal.

• (lll) “ Information ” has the meaning ascribed to it in Section 3.2.

• (mmm) “ Intellectual Property Rights ” has the meaning ascribed to it in Section 3.2.

• (nnn) “ Interim Period ” means the period between the close of business on the date of this Agreement and Closing.

• (ooo) “ Joinder Vendor ” has the meaning ascribed thereto in the preamble.

• (ppp) “ Lease ” has the meaning ascribed to it in Section 3.2(20).

• (qqq) “ Key Executives ” means Mr. Lorne Abony, Mr. Antonio Costanzo, Mr. Tom Ellen, Mr. Tom Rooke and Ms. Barbara Pacchetti.

• (rrr) “ License Applications ” has the meaning ascribed to it in Section 3.2.

• (sss) “ Licenses ” has the meaning ascribed to it in Section 3.2.

• (ttt) “ LTIP Consideration ” means (i) £1.00, plus (ii) Purchaser Shares (in the amount set out for each LTIP Option Holder against their name in the LTIP Option Acquisition Agreements) to be issued subject to the vesting conditions set out in the LTIP Option Acquisition Agreements.

(11)

• (uuu) “ LTIP Deeds ” means, collectively, the deed of options grants entered into by the Corporation, on one hand, and each of LTIP Option Holders, on the other hand.

• (vvv) “ LTIP Option Acquisition Agreements ” means, collectively, the agreements between Purchaser, the Corporation and each LTIP Option Holder pursuant to which the LTIP Option Holders' LTIP Options are acquired for the LTIP Consideration.

• (www) “ LTIP Option Holders ” means, collectively, Lorne Abony, Antonio Costanzo, Tom Ellen and Tom Rooke.

• (xxx) “ LTIP Options ” means, collectively, the option granted to the LTIP Option Holders pursuant to the LTIP Deeds.

• (yyy) “ Malta Letter of Intent ” means the letter of intent dated 18 November 2018 granted to EMMAC Malta by Malta Enterprise in relation to the establishment of a facility for the production of medical cannabis products in Malta.

• (zzz) “ Material Adverse Change ” means, in respect of a Person, any event, occurrence or development that has a material adverse effect upon the business, condition (financial or otherwise) or results of operations of such Person and its Subsidiaries (taken as a whole) except any adverse effect related to or resulting from: (A) any change in global, national or regional political, regulatory or legislative conditions or in general economic, business, regulatory, political or market conditions or in national or global financial or capital markets (including credit market or securities markets); (B) conditions generally affecting the industries in which such Person and its Subsidiaries operate; (C) any natural disasters, weather conditions and other force majeure events; (D) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) general outbreaks or worsening of illness (including the COVID-19 pandemic); (F) any failure by such Person to meet any internal or public financial projections, forecasts or estimates of revenues, earnings or other financial metrics for any period (it being understood that the facts and circumstances that may have given rise to such failure that are not otherwise excluded from the definition of a Material Adverse Change may be taken into account in determining whether there has been a Material Adverse Change); (H) any changes in applicable Laws or accounting rules or principles, including IFRS; (L) the negotiation, execution, performance of this Agreement or the consummation of the transactions contemplated hereby; (J) the taking of any action required or permitted by this Agreement; (K) the public announcement, pendency or completion of the transactions contemplated by this Agreement, including, for greater certainty any adverse effect resulting from change in a Person’s banking relationships and any corresponding failure of such Person to continue to receive assistance from its existing lenders ; provided, however that, in the case of clauses (A) through (E) and clause (H), such effect or change does not impact the business condition or result of operations of the Person disproportionately relative to other Persons operating in the same industry as the Person.

• (aaaa) “ Material Contract ” has the meaning ascribed to it in Section 3.2(14).

(12)

• (bbbb) “ Milestone 1 ” means the Purchaser or any of its Subsidiaries (whether directly or via a new entity established by the Purchaser or any of its Subsidiaries, including through an acquisition approved by Purchaser), or any Acquired Company (whether directly or via a new entity established by the Purchaser or any of its Subsidiaries, including through an acquisition approved by Purchaser) being permitted by a Governmental Entity in Europe to sell, produce, market or distribute cannabis for recreational purposes on a temporary, trial, experimental, interim, study or pilot basis.

• (cccc) “ Milestone 2 ” means the Acquired Companies having combined gross revenues in the United Kingdom (not including revenues of businesses acquired following the date hereof that have sales in the United Kingdom on or at any time prior to the Closing Date) of [redacted amount] or more during the period beginning on January 1, 2022 and ending on December 31, 2022 (inclusive) calculated in accordance with IFRS.

• (dddd) “ Milestone 3 ” means the Acquired Companies having combined gross revenues in Germany (not including revenues of businesses acquired following the date hereof that have sales in Germany on or at any time prior to the Closing Date) of [redacted amount] or more during the period beginning on January 1, 2022 and ending on December 31, 2022 (inclusive) calculated in accordance with IFRS.

• (eeee) “ Milestone 4 ” means the Acquired Companies producing at least [redacted amount] of dry flower production (which passes local lab testing requirements for heavy metals, additives, and pesticides or, if short of such testing requirements, contains [redacted]) from the [redacted subsidiary name] cultivation facilities, during the period beginning on January 1, 2022 and ending on December 31, 2022 (inclusive).

• (ffff) “ Milestones ” means, collectively, Milestone 1, Milestone 2, Milestone 3 and Milestone 4.

• (gggg) “ misrepresentation ” has the meaning given to it in the Securities Act (Ontario);

• (hhhh) “ Net Debt ” means an amount equal to (i) the aggregate of the Acquired Companies’ Debt, minus (ii) the aggregate of the Acquired Companies’ Cash, plus (iii) the Permitted Expenses.

• (iiii) “ NCA ” has the meaning ascribed to it in Section 6.1.9.

• (jjjj) “ NI 45-106 ” has the meaning ascribed to it in Section 3.1.

• (kkkk) “ Non-Signing Vendor ” has the meaning ascribed thereto in the preamble.

• (llll) “ Option Holder ” means a Person who holds Options immediately prior to giving effect to the Exercise Agreements.

• (mmmm) “ Options ” means options to acquire shares in the capital of the Corporation as set out in Section 1.1(zzzz) of the Disclosure Letter.

(13)

• (nnnn) “ Ordinary Course ” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; provided that any action reasonably taken by a Person as a result of, or in response to, COVID-19, shall be considered to be taken in the Ordinary Course.

• (oooo) “ Original Signing Vendor ” has the meaning ascribed to in the preamble hereto.

• (pppp) “ Party ” means any one of the Purchaser, Vendors, the Corporation and, subject to Section 9.12, their respective permitted assigns.

• (qqqq) “ Person ” is to be interpreted broadly and includes an individual, partnership, corporation, company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns are to have a similarly extended meaning.

• (rrrr) “ Permitted Expense ” means an amount equal to (i) the amount of the Corporate Transaction Expense paid in advance of Closing which does not exceed $5,000,000 plus (ii) the [redacted shareholder name] Amount.

• (ssss) “ Post Closing Adjustment ” means a positive or negative amount equal to (i) the Working Capital set forth on the Closing Date Statement, minus (ii) the Preliminary Closing Date Working Capital, plus (iii) the Preliminary Closing Date Net Debt, minus (iv) the Net Debt set forth on the Closing Date Statement.

• (tttt) “ Properties ” means the freehold and/or leasehold properties used by the Acquired Companies in the operations of the business as at the date of this Agreement as more particularly set out Section 1.1(lllll) of the Disclosure Letter.

• (uuuu) “ Public Disclosure Documents ” means any information which has been filed and made publicly available under the Purchaser’s profile on the SEDAR website at www.sedar.com since January 1, 2019;

• (vvvv) “ Purchased Shares ” means all of the issued and outstanding shares in the capital of the Corporation as of Closing.

• (wwww) “ Purchaser ” has the meaning ascribed to it in the preamble.

• (xxxx) “ Purchaser Share Issue Price ” means, with respect to each Purchaser Share, £11.8398, being the Canadian dollar equivalent of $20.77.

• (yyyy) “ Purchaser Shares ” means Subordinate Voting Shares in the capital of Purchaser.

• (zzzz) “ Purchaser’s Indemnified Persons ” means (i) Purchaser; (ii) Purchaser’s Affiliates (including if Closing occurs, the Acquired Companies); and (iii) their respective shareholders, partners, trustees, directors, officers, employees, agents, mandatary and representatives.

• (aaaaa) “ Resigning Directors ” has the meaning ascribed to it in Section 6.1.4.

(14)

• (bbbbb) “ Restricted Cash ” means any cash which is not freely usable by the Purchaser or any Acquired Company because it is subject to restrictions, limitations or Taxes on use or distribution by Law, Contract or otherwise.

• (ccccc) “ Rokshaw ” means Rokshaw Limited, a private limited company with company number 08154114 and whose registered address is at Unit 5a East Way, Rivergreen Industrial Estate, Sunderland, SR4 6AD.

• (ddddd) “ Settlement Agreement ” has the meaning ascribed to it in Section 6.1.4.

• (eeeee) “ Signing Vendor ” has the meaning ascribed to in the preamble hereto.

• (fffff) “ Software ” means computer software and programs (in both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

• (ggggg) “ Subsidiaries ” means each of the subsidiaries of the Corporation, which are listed on Exhibit “C” hereto.

• (hhhhh) “ Target Working Capital ” means negative £802,000.

• (iiiii) “ Tax ” means all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction (including, for the avoidance of doubt, National Insurance contributions in the UK and corresponding obligations elsewhere) and any penalty, fine, surcharge, interest, charges or costs relating to it (including interest and penalties).

• (jjjjj) “ Tax Authority ” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax in the UK or elsewhere.

• (kkkkk) “ [redacted subsidiary name] ” means [redacted subsidiary name], a private limited company incorporated in Portugal which is an indirect wholly-owned subsidiary of the Corporation.

• (lllll) “ [redacted subsidiary name] SPA ” means the share purchase agreement dated 12 July 2019 between the Corporation and the [redacted subsidiary name] Vendors pursuant to which the Corporation acquired the entire issued share capital of [redacted subsidiary name] (as amended by deed of variation dated 11 January 2021).

• (mmmmm) “ [redacted subsidiary name] Vendors ” means [redacted names].

• (nnnnn) “ Third Party Claim ” means any action, suit, proceeding, arbitration, claim or demand 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.

(15)

• (ooooo) “ Transfer ” has the meaning ascribed to it in Section 2.6.

• (ppppp) “ U.S. Securities Act ” has the meaning ascribed to it in Section 3.1(10).

• (qqqqq) “ Vendors’ Indemnified Persons ” means (i) the Vendors; (ii) an Affiliates of a Vendor, (iii) if Closing does not occur, the Acquired Companies and their Affiliates; and (iii) their respective shareholders, partners, trustees, directors, officers, employees, agents, mandatary and representatives.

• (rrrrr) “ Vendors ” has the meaning ascribed thereto in the preamble.

• (sssss) “ Vendors’ Representative ” has the meaning ascribed to it in Section 9.7.

• (ttttt) “ Warrants ” means the warrants to acquire shares in the capital of the Corporation as set out at Section 1.1(tttttt) of Disclosure Letter.

• (uuuuu) “ Working Capital ” means the aggregate of the Acquired Companies’ Current Assets minus the Acquired Companies’ Current Liabilities. An illustrative calculation of the Acquired Companies’ Working Capital as at December 31, 2020 based on the Financial Statements (pro forma certain transaction occurring after such date) is attached as Exhibit “D” hereto.

• (vvvvv) “ Yooma ” means Yooma Wellness Inc., a company incorporated and registered in Ontario, Canada with its registered office address at 135 Yorkville Avenue, Suite 900, Toronto, Ontario M5R 0C7, Canada.

• (wwwww) “ Yooma Asset Purchase Agreement ” means the asset purchase agreement between the Corporation, Rokshaw and EMMAC Suisse dated March 1, 2021 pursuant to which Yooma acquired the wellness brands (and related assets) of the Corporation in consideration of the issue to the Corporation of common shares of Yooma.

1.2 Other Defined Terms

In addition to the defined terms in Section 1.1, each of the following capitalized terms has the meaning ascribed thereto in the corresponding Section:

Terms Accounts ......................................................................... Accounts Date ............................................................... Cash Consideration ...................................................... Cash Earn-Out ............................................................... Closing Adjustment ...................................................... Closing Date .................................................................. Closing Date Statement ................................................

Sections 3.2(2)(i) 3.2(2)(i) 2.2(1) 2.4(1)(b) 2.3.1 7.1 2.3.3

(16)

Terms Draft Closing Date Net Debt ....................................... Draft Closing Date Statement ..................................... Draft Closing Date Working Capital .......................... Electronic Delivery ....................................................... Escrowed Shares ........................................................... Indemnification Notice ................................................ Indemnified Party ......................................................... Indemnifying Party ...................................................... Independent Accountant ............................................. Management Accounts ................................................ Milestone Notice ........................................................... Milestone Payment ....................................................... Milestone Payment Date .............................................. Notice .............................................................................. Objection Notice............................................................ Outside Date .................................................................. Preliminary Closing Date Net Debt........................... Preliminary Closing Date Statement.......................... Preliminary Closing Date Working Capital.............. Proposed Transaction ................................................... Purchase Price .............................................................. Purchaser’s Closing Certificate ................................... Purchaser’s Core Representations .............................. Share Consideration ..................................................... Share Earn-Out .............................................................. Tax Assessment Period ................................................ Vendors’ Closing Certificates ...................................... Vendors’ Core Representations .................................. Vendors’ Tax Representations .................................... Warranty Period

Sections 2.3.2 2.3.2 2.3.2 9.15 2.3.1(4) 8.7(1) 8.5 8.5 2.3.3 3.2(2)(i) 2.4(1)(a) 2.4(1)(c) 2.4(1) 9.2 2.3.3 6.3 2.3.1 2.3.1 2.3.1 5.5 2.2 6.2.1 6.2.1(a) 2.2(1) 2.4(1)(c) 8.3(1)(b) 6.1.1 6.1.1 8.3(1)(b) 8.3(1)

(17)

1.3 Gender and Number

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

1.4 Headings, etc.

The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement. The recitals to this Agreement are an integral part of this Agreement.

1.5 Currency

All references in this Agreement to “₤” are expressed in British pounds sterling unless otherwise specifically indicated.

1.6 Certain Phrases

In this Agreement (i) the words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”; and (ii) the words “the aggregate of”, “the total of”, the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. The expression “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Agreement.

1.7 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of Vendors, it will be deemed to refer to the knowledge of the Key Executives after due inquiry.

1.8 Accounting Terms

All accounting terms used in this Agreement are to be interpreted in accordance with IFRS unless otherwise specified.

1.9 Incorporation of Schedules and Exhibits

The schedules or exhibits attached to this Agreement is an integral part of this Agreement.

1.10 References to Persons

Any reference in this Agreement to a Person includes its successors and permitted assigns.

(18)

1.11 Statutes

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced.

1.12 Non-Business Days

Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

1.13 Computation of Time Periods

If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted.

1.14 Legal Representation; No Presumption Against Party that Stipulated the Obligation

Each Party acknowledges that such Party has been represented by counsel in connection with the negotiation and execution of this Agreement and related matters, and that the terms of this Agreement and related matters have been negotiated by it. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that stipulated the obligation has no application and any such right is expressly waived by the Parties.

1.15 Overlapping Representations

Any representation and warranty given by a Party in this Agreement will not be deemed to be limited or qualified solely because a similar or more general representation and warranty given by such Party in this Agreement is limited or qualified. ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE

2.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall purchase from each Vendor and each Vendor shall sell, assign and transfer to Purchaser:

• (a) for the Cash Consideration attributable to such Vendor as set out opposite such Vendor’s name in Part A of Section 2.1 of the Disclosure Letter, all (but not less than all) of the Purchased Shares held by such Vendor that are set forth in Part A of Section 2.1 of the Disclosure Letter; and

• (b) for the Share Consideration attributable to such Vendor as set out opposite such Vendor’s name in Part B of Section 2.1 of the Disclosure Letter, all (but not less

(19)

than all) of the Purchased Shares held by such Vendor as set forth in Part B of Section 2.1 of the Disclosure Letter

free from all Encumbrances and together with all rights that attach (or may in the future attach) to the Purchased Shares including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this Agreement.

The Purchased Shares listed beside the names of Vendors in Part A and Part B of Section 2.1 of the Disclosure Letter collectively constitute all (but not less than all) of the issued and outstanding shares and all other securities in the capital of Corporation.

2.2 Payment of Purchase Price

At Closing, Purchaser shall:

• (1) pay an amount in cash (the “ Cash Consideration ”) equal to (i) ₤0.075 multiplied by the number of Purchased Shares, minus (ii) any adjustments provided in Section 2.3.1 by wire transfer of immediately available funds to the Account; and

• (2) issue to the Vendors an aggregate number of Purchaser Shares (the “ Share Consideration ”) determined by the following formula:

((A plus or minus B) multiplied by C), where:

A is ₤0.425,

B is the adjustment provided in Section 2.3.1, and

C is the number of Purchased Shares divided by the Purchaser Share Issue Price,

which Share Consideration shall be issued to the Vendors in the proportions set forth in Part B of Section 2.1 of the Disclosure Letter, with such number of Purchaser Shares to be rounding down to the nearest whole share

the sum of such amounts paid and issued, as adjusted pursuant to Sections 2.3 and 2.4 and Article 8, the “ Purchase Price ”).

2.3 Adjustment to Purchase Price

2.3.1 Preliminary Closing Working Capital and Preliminary Net Debt

• (1) Not later than three Business Days prior to the Closing Date, the Corporation shall deliver (or cause to be delivered) to Purchaser a statement (the “ Preliminary Closing Date Statement ”) setting forth the Corporation’s good faith estimate of (i) Working Capital as at 11:59 PM on the day immediately prior to the Closing Date (the “ Preliminary Closing Date Working Capital ”), and (ii) the Net Debt as at immediately prior to Closing (the “ Preliminary Closing Date Net Debt ”), together with reasonable documentation supporting the calculation of the Preliminary Closing Date Working Capital and Preliminary Closing Date Net Debt. Purchaser may review the Preliminary

(20)

Closing Date Statement and make any comments that it deems appropriate, and the Corporation shall consider in good faith such reasonable changes to the Preliminary Closing Date Statement as may be requested by the Purchaser.

• (2) The Purchase Price per Purchased Share payable to Vendors at Closing pursuant to Section 2.2(2) shall be:

• (i) increased dollar-for-dollar by the amount by which the Preliminary Closing Date Working Capital is greater than the Target Working Capital, if applicable,

• (ii) decreased dollar-for-dollar by the amount by which the Preliminary Closing Date Working Capital is less than the Target Working Capital, if applicable,

• (iii) decreased dollar-for-dollar to the extent that the Preliminary Closing Date Net Debt is a positive amount, and

• (iv) increased dollar-for-dollar to the extent that the Preliminary Closing Date Net Debt is a negative amount,

all divided by the number of Purchased Shares.

• (3) If the net amount based on the calculations set forth in clauses (i) through (iv) of Section 2.3.1(2) (such amount, the “ Closing Adjustment ”) is owed by the Purchaser to the Vendors, then Purchaser shall issue to the Vendors an additional aggregate number of Purchaser Shares equal to the quotient obtained by dividing (i) the Closing Adjustment by (ii) the Purchaser Share Issue Price. If the Closing Adjustment is owed by the Vendors to the Purchaser, then the aggregate number of Purchaser Shares that otherwise would have been issued to the Vendors pursuant to Section 2.2(2) shall be reduced by an aggregate number of Purchaser Shares equal to the quotient obtained by dividing (i) the Closing Adjustment by (ii) the Purchaser Share Issue Price; provided however , that if the Closing Adjustment is owed by the Vendors to the Purchaser and exceeds ₤3,586,000, then the aggregate amount of cash that otherwise would have been paid to the Vendors pursuant to Section 2.2(1) shall be reduced by such excess amount.

• (4) If the Closing Adjustment is owed by the Purchaser to the Vendors, then the Purchaser Shares issuable to the Vendors pursuant to Section 2.3.1(3) (the “ Escrowed Shares ”) shall be deposited into escrow and held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement, which shall provide, among other things, that (i) the fees of the Escrow Agent shall be paid by the Purchaser, (ii) the Escrowed Shares may be used for the purposes contemplated in Section 8.6 and 2.3.4, (iii) at the end of the Warranty Period, to the extent that a Purchaser’s Indemnified Person has not otherwise exercised it rights under Section 8.6 and 2.3.4, the Escrowed Shares will be released from escrow and disbursed to the relevant Vendors.

(21)

2.3.2 Delivery of Closing Date Statement

Within 90 days after the Closing Date, Purchaser will, in consultation with the Vendors’ Representative, provide the Vendors’ Representative with a statement (the “ Draft Closing Date Statement ”) that sets out its calculation of:

• (a) the Working Capital as at 11:59 PM on the day immediately prior to the Closing Date (the “ Draft Closing Date Working Capital ”); and

• (b) the Net Debt as at immediately prior to Closing (the “ Draft Closing Date Net Debt ”)

together with all applicable work papers, accounting books and records and other matters reasonably necessary to support its Draft Closing Date Statement and the calculation of the Draft Closing Date Working Capital and Draft Closing Date Net Debt.

2.3.3 Objection

Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the Draft Closing Date Statement and the Working Capital and/or Net Debt set forth therein (an “ Objection Notice ”), which Objection Notice will set forth the amount in dispute and a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the Purchaser, the Draft Closing Date Statement shall become the “ Closing Date Statement ” for the purposes hereof and the Working Capital and the Net Debt set forth in the Draft Closing Date Statement will be conclusive and binding on the Parties. If an Objection Notice is so delivered to the Purchaser, then the Vendors’ Representative and the Purchaser will forthwith, and in any event within 15 days, negotiate in good faith to resolve any such objections. In the event that the Vendors’ Representative and the Purchaser are unable to resolve all such objections within 15 days after the Purchaser’s receipt of such Objection Notice, the Vendors’ Representative and the Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other mutually agreeable English nationally-recognized firm of independent chartered accountants (the “ Independent Accountant ”) whose determination of the dispute will be made within 15 days of the date of such submission. If the Vendors’ Representative and the Purchaser cannot agree on the selection of a nationally-recognized firm of independent chartered accountants to act as Independent Accountant, either of them may apply to a court of competent jurisdiction to appoint such an Independent Accountant, and such appointment will be conclusive and binding on the Parties. The Independent Accountant’s determination of Working Capital and Net Debt will be conclusive and binding on the Parties, absent manifest error, and will become the “ Closing Date Statement ” for purposes hereof.

2.3.4 Working Capital and Net Debt Adjustments

If the Post Closing Adjustment is positive then, within five Business Days of the final determination of the Closing Date Statement, the Purchaser will issue to the Vendors additional Purchaser Shares (rounded down to the nearest whole number) equal to the Post Closing Adjustment (calculated in Great British Pounds), with such Purchaser Shares being valued at the Purchaser Share Issue Price, and such shares shall be deposited into escrow and held and

(22)

disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall become "Escrowed Shares". If the Post Closing Adjustment is negative, then, within five Business Days of the final determination of the Closing Date Statement, the Vendors’ Representative shall instruct the Escrow Agent to release to the Purchaser for cancelation an aggregate number of Escrowed Shares (rounded down to the nearest whole number) equal to the Post Closing Adjustment (calculated in Great British Pounds), with such Purchaser Shares being valued at the Purchaser Share Issue Price, and which reduction shall be attributable to each Vendor, pro rata.

2.3.5 Fees and Expenses

Vendors and Purchaser will each bear the fees and expenses of their respective auditors and other professional advisors in preparing, reviewing or settling, as the case may be, the Draft Closing Date Statement. If Independent Accountants are retained to determine any such dispute, the fees and expenses of the Independent Accountants will be borne equally by Vendors, on the one hand, and Purchaser, on the other hand.

2.4 Earn-Out Payments

• (1) Within 5 Business Days following the achievement of a Milestone, a (“ Milestone Payment Date ”), the Purchaser will:

• (a) notify the Vendors’ Representative in writing of such achievement (a “ Milestone Notice ”);

• (b) pay an amount equal to (i) ₤0.00375 minus (ii) any adjustments provided for in Section 8.6(ii) (the “ Cash Earn-Out ”) to the Account by wire transaction of immediately available funds; and

• (c) issue an aggregate number of Purchaser Shares equal to (A-B) X C (the “ Share Earn-Out ” and collectively a “ Milestone Payment ”), where A

A is ₤0 . 02125,

B is any adjustments provided for in Section 8.6(ii) divided by the number of Purchased Shares, and

C is the number of Purchased Shares divided by Purchaser Share Issue Price

which Share Earn-Out shall be issued in the proportions set forth on in Part B of Section 2.1 of the Disclosure Letter, with such number of Purchaser Shares to be rounding down to the nearest whole share.

For greater certainty, the amounts referred to in Sections 2.4(1)(a) and 2.4(1)(b) will be paid in respect of each Milestone that is achieved.

• (2) Subsequent to the Closing, Purchaser will own and control the Acquired Companies and will cause them to operate their business in such a manner as Purchaser determines in good faith to be in its best interest; provided however , that (i) the Purchaser shall not act in

(23)

bad faith with respect to achieving each Milestone and (ii) the Acquired Companies shall not, and Purchaser shall not cause the Acquired Companies to, take any action the sole purpose or sole intent of which is to adversely impact the ability of the Acquired Companies to achieve any one or more Milestone.

• (3) Upon reasonable request by the Vendors’ Representative, the Purchaser shall provide all materials in its position to support the conclusion that a Milestone has either been achieved or failed to be achieved. If the Vendors’ Representative reasonably believes that the Purchaser has failed to deliver a Milestone Notice when required, the Vendors’ Representative shall deliver an Objection Notice and the provisions of Section 2.3.3 shall apply mutatis mutandis ; provided, however, that if the dispute does not relate to an accounting matter, in lieu of the accountant referred to in Section 2.3.3, the dispute will be submitted to an independent arbitrator mutually acceptable to the Vendors’ Representative and the Purchaser.

2.5 No Effect on Other Rights

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article 2 will not limit or affect any other rights or causes of action any Party may have with respect to the representations, warranties, covenants and indemnities contained in this Agreement.

2.6 Additional Purchase Price

If, on or prior to the date that is six months after Closing, Purchaser or any of its Affiliates sells, transfers, disposes of, or agrees to sell, dispose or otherwise transfer, any legal or beneficial interest in or to any of the Purchased Shares (other than an assignment, sale or other disposition to an Affiliate of Purchaser where such Affiliate assumes the obligation to make any payment that becomes payable pursuant to this Section) (a “ Transfer ”), Purchaser will pay to the Account, within two business days following the Transfer, an amount (if such amount is positive), net of any Taxes related to such Transfer, equal to 50% of the product of (i) the Covered Profits Per Share less ₤0.60 multiplied by (ii) the number of Purchased Shares so Transferred.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF VENDORS AND THE CORPORATION

3.1 Representations and Warranties of the Vendors

Each Vendor separately represents and warrants to Purchaser as follows as of the date hereof with respect to himself or itself only, as the case may be, and acknowledges and agrees that Purchaser is relying upon such representations and warranties in connection with the purchase by Purchaser of the Purchased Shares notwithstanding any investigation by or on behalf of Purchaser:

• (1) the Vendor has taken all necessary actions and has all requisite power and authority to enter into and perform this Agreement in accordance with its terms;

(24)

• (2) this Agreement constitutes valid, legal and binding obligations on the Vendor in accordance with its terms;

• (3) the execution and delivery by the Vendor of this Agreement, and compliance with its terms shall not breach or constitute a default:

  • (i) under any provision of the Vendor’s constitutional documents; or

  • (ii) under any agreement or instrument to which the Vendor is a party or by which any Vendor is bound; or

• (iii) of any order, judgment, decree or other restriction applicable to the Vendor;

• (4) the Purchased Shares set out against the Vendor’s name at Section 2.1 of the Disclosure Letter constitute all of the allotted and issued share capital of the Corporation held by the Vendor as at the date of Closing, and such Purchased Shares are fully paid;

• (5) the Vendor is the sole legal and beneficial owner of the Purchased Shares set out against its name at Section 2.1 of the Disclosure Letter and has the right to and is entitled to transfer the legal and beneficial title to the Purchased Shares in its name at Closing to the Purchaser free from all Encumbrances, without the consent of any other person on the terms set out in this Agreement;

• (6) no commitment to create any Encumbrance has been given by any Vendor, nor has any person claimed any right to an Encumbrance over the Purchased Shares of such Vendor;

• (7) such Vendor acknowledges that an investment in the Purchaser Shares is not without risk and such Vendor may lose his, her or its entire investment;

• (8) such Vendor acknowledges that Purchaser may complete additional financings in the future in order to develop the business of the Purchaser and fund its ongoing development, and such future financings may have a dilutive effect on securityholders of the Purchaser, including such Vendor;

• (9) such Vendor acknowledges that the issuance of the Purchaser Shares is exempt from the prospectus requirements of Canadian Securities Laws and, as a result: (i) such Vendor may not receive information that would otherwise be required under Canadian Securities Laws or be contained in a prospectus prepared in accordance with Canadian Securities Laws, and (ii) such Vendor is restricted from using most of the protections, rights and remedies available under Canadian Securities Laws, including statutory rights of rescission or damages;

• (10) such Vendor acknowledges that the Purchaser Shares to be issued to such Vendor under this Agreement have not been and will not be registered under the United States Securities Act of 1933 , as amended (the “U.S. Securities Act” ), or any state securities laws and the Purchaser Shares may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws;

(25)

• (11) such Vendor acknowledges that Purchaser is required to file a report of exempt distribution with the Canadian Securities Regulators containing personal information about such Vendor; and that this report of exempt distribution will include the full legal name, residential address, telephone number and email address of such Vendor, the number of Purchaser Shares acquired under this Agreement, the date of the Closing and specific details of the prospectus exemption relied upon under Canadian Securities Laws to complete such purchase, including how such Vendor qualifies for such exemption. By completing this Agreement, such Vendor authorizes the indirect collection of the information described in this Section 3.2(11) by all applicable Canadian Securities Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Canadian Securities Regulators and (ii) the filing of this Agreement on SEDAR (including such redactions as permitted under applicable Canadian Securities Regulators as may be agreed by the Purchaser and the Vendors’ Representative);

• (12) such Vendor acknowledges that the Purchaser Shares are being offered on a “private placement” basis and will be subject to resale restrictions under Canadian Securities Laws and the rules of the Exchange, and Purchaser may make a notation on its records or give instructions to any transfer agent of the Purchaser Shares in order to implement such resale restrictions;

• (13) such Vendor acknowledges that the certificates or DRS statements representing the Purchaser Shares (and any replacement certificate or DRS statement issued prior to the expiration of the applicable hold periods), if any, will bear the following legend in accordance with Canadian Securities Laws:

  • “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE] .”

• (14) either (i) such Vendor is receiving the Purchaser Shares as principal and is not a resident of the province of British Columbia; or (ii) if such Vendor is a resident of the Province of British Columbia, such Vendor is an “accredited investor” (other than (j), (k) or (l) of that definition) as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“ NI 45-106 ”), eligible to purchase the Purchaser Shares pursuant to an exemption from the prospectus requirements of Canada Securities Laws and:

• (a) confirms that it complies with the criteria for reliance on the prospectus exemption and confirms the truth and accuracy of all statements made in such certificate as of the date of this supplement

• (b) understands that the Purchaser is required to verify that such Vendor satisfies the relevant criteria to qualify for the prospectus exemption; and

• (c) may be required to provide additional information or documentation to evidence compliance with the prospectus exemptions;

(26)

• (15) such Vendor has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Purchaser Shares, and is able to bear the economic risk of such investment even if the entire investment is lost;

• (16) such Vendor has been independently advised as to and is aware of the resale restrictions under Canadian Securities Laws with respect to the Purchaser Shares;

• (17) no Person has made any oral or written representations to such Vendor: (i) that any Person will resell or repurchase the Purchaser Shares; (ii) that any Person will refund the purchase price of the Purchaser Shares; (iii) as to the future value or price of any of the Purchaser Shares; or (iv) as to the liquidity of the Purchaser Shares;

• (18) such Vendor acknowledges and understands that Purchaser and its officers and affiliates possess material non-public information which may not be known to Vendor that may impact the value of the Purchaser Shares (the “ Information ”); and such Vendor understands, based on its experience, the disadvantage to which Vendor is subject due to the disparity of information between the Purchaser and the Purchaser, and notwithstanding this, Vendor has deemed it appropriate to engage in the transactions contemplated under this Agreement;

• (19) such Vendor agrees that Purchaser and its Affiliates, officers, directors, stockholders, partners, employees and agents shall have no liability to Vendor or its grantor or beneficiaries, whatsoever (other than to the extent such Information is required to, but has not been, be disclosed under Canadian Securities Laws) due to or in connection with Purchaser’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated under this Agreement, and such Vendor hereby irrevocably waives any claim that it might have based on the failure of the Purchaser to disclose the Information; and

• (20) such Vendor acknowledges that it has taken its own tax and/or legal advice regarding the terms of this Agreement and neither the Purchaser and/or the Corporation shall have any liability to the Vendor in relation to tax due from them as a result of the transactions contemplated by this Agreement including but not limited to receipt of the Purchaser Shares by them in part consideration for the sale of their Purchased Shares.

3.2 Representations and Warranties of the Corporation

The Corporation represents and warrants to Purchaser as follows as of the date hereof with respect to itself and the Acquired Companies, and acknowledges and agrees that Purchaser is relying upon such representations and warranties in connection with the purchase by Purchaser of the Purchased Shares notwithstanding any investigation by or on behalf of Purchaser:

• (1) Shares in the Corporation and the Subsidiaries

• (i) The Purchased Shares, will at Closing, constitute the whole of the allotted and issued share capital of the Corporation and are fully paid or credited as fully paid.

(27)

• (ii) The Corporation or a Subsidiary is the sole legal and beneficial owner of the allotted and issued share capital of each of the Subsidiaries as set out at Section 3.2(1)(ii) of the Disclosure Letter.

• (iii) The issued shares of each Subsidiary are fully paid or credited as fully paid.

• (iv) Save for the LTIP Options, Exercisable Securities, the Convertible Loans, and the Excluded Earn-Out Consideration, no person has any right to require, at any time, the transfer, creation, issue or allotment of any share, loan capital or create an Encumbrance affecting any unissued shares or debentures or other unissued securities of the Corporation or any of the Subsidiaries (or any rights or interest in them), and the Corporation and each of the Subsidiaries has not agreed to confer any such rights, and no person has claimed any such rights.

• (v) Neither the Corporation nor any of the Subsidiaries:

• a. holds or beneficially owns, or has agreed to acquire, any shares, loan capital or any other securities in any company, except for the Subsidiaries;

• b. other than GreenLeaf, has at any time had any subsidiary or subsidiary undertaking, except for the Subsidiaries;

• c. is or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than recognised trade associations);

• d. has, outside its country of incorporation, any branch or permanent establishment;

• e. controls or takes part in the management of any company or business organisation (except for the Subsidiaries), nor has it agreed to do so;

• f. has purchased, redeemed or repaid any of its own share capital;

• g. given any financial assistance in contravention of any applicable law or regulation; or

• h. issued any securities that are convertible into shares.

(vi) No shares in the capital of the Corporation or any of the Subsidiaries have been issued, and no transfer of any such shares has been registered, except in accordance with all applicable laws and the memorandum and articles of association of the Corporation or the relevant Subsidiary (as the case may be), and all such transfers have been duly stamped (where applicable).

(vii) As at the date of this Agreement, the entire issued share capital of the Corporation and the Subsidiaries is as set out in Section 3.2(1)(vii) of the Disclosure Letter.

(28)

• (viii) The issued share capital of the Subsidiaries has been duly and validly authorised and issued and has been issued fully paid and free from all Encumbrances.

• (ix) The acquisition of the Purchased Shares by the Purchaser does not violate any terms of any of the Subsidiaries’ articles of association or other organizing documents, and no provision in any Subsidiaries’ articles of association or organizing document would prevent the Purchaser from directly or indirectly holding the shares or any other security in the Corporation or any of the Subsidiaries.

• (2) Accounts and Financial Information

(i) The unaudited accounts of the Corporation (the “ Accounts ”) for the period to 31 December 2020 (the “ Accounts Date ”) and the consolidated management accounts of the Acquired Companies for the period from the Accounts Date to 31 January 2021 (the “ Management Accounts ”) give a true and fair view of the state of affairs of the Acquired Companies as at the end of each of the relevant financial periods and of the profit or loss and cashflow for such period and were prepared in accordance with applicable law and comply with the requirements of the UK Companies Act 2006 and general accepted accounting standards in the United Kingdom.

• (ii) Neither the Corporation or any Subsidiary had at the Accounts Date any material liability (whether actual, deferred, contingent or disputed) or commitment which, in accordance with generally accepted accounting principles and practice (on the basis on which the Accounts have been prepared) should have been disclosed or provided for in the Accounts and which have not been so disclosed or provided for.

• (iii) Proper provision or, as appropriate, disclosure in accordance with generally accepted accounting principles and practice (on the basis on which the Accounts have been prepared) has been made for any taxation payable by any Acquired Company.

• (iv) Except as set out in Section 3.2(2)(iv) of the Disclosure Letter, or as set out in the Management Accounts since the Accounts Date:

• a. the Acquired Companies have carried on business in the ordinary and usual course;

• b. there has been no significant change, nor any development likely to give rise to a significant change, in the commercial or trading position or prospects of the Acquired Companies and no material depletion in the net assets of the Acquired Companies;

• c. no Acquired Company has acquired or disposed of or agreed to acquire or dispose of any business, company or asset or assumed or acquired any material liability (including any contingent liability) other than in the ordinary and usual course of trading;

(29)

  - d. no Acquired Company has entered into any Contract or commitment of an unusual or onerous nature or which could involve an obligation of a material nature or magnitude;

  - e. no dividend or other distribution has been, or is treated as having been, declared, made or paid by the Corporation or any Subsidiary nor has it repaid any loan capital or other debenture;

  - f. no Acquired Company has incurred any liability for taxation of whatsoever nature otherwise than in the ordinary and usual course of business and no Acquired Company has been involved in any transaction which has resulted in or could result in any liability for taxation otherwise than in the ordinary and usual course of trading;

  - g. no part of the business carried out by the Corporation has been affected to a material extent by the loss of any important customer, or any source of supply or by the cancellation or loss of any order or Contract or by any other abnormal factor or event (other than COVID-19) nor so far as the Corporation is aware are there any circumstances likely to lead thereto (other than COVID-19).

• (v) The Corporation does not have any off balance sheet financing, investment or material liability.

• (vi) All financial and other records of the Corporation and of each of the Subsidiaries:

  • a. have been properly prepared and maintained;

  • b. constitute an accurate record of all matters required by law to appear in them,;

  • c. do not contain any material inaccuracies or discrepancies; and

  • d. are in the possession of the Corporation or the Subsidiary to which they relate.

• (3) Finance and guarantees

• (i) Section 3.2(3)(i) of the Disclosure Letter contains full particulars of all:

  • a. all operating bank accounts of the Corporation and each Subsidiary;

  • b. money borrowed by the Corporation and each of the Subsidiaries; and

  • c. loans, overdrafts or other financial facilities currently outstanding or available to the Corporation or any of the Subsidiaries (“ Financial Facilities ”).

• (ii) The total amount borrowed by the Corporation or any of the Subsidiaries (whether pursuant to the Financial Facilities or otherwise) does not exceed any limitations on the borrowing powers of the Corporation or the relevant Subsidiary contained in:

(30)

• a. its Governing Documents; or

• b. any debenture or other deed or document binding on the Corporation or the relevant Subsidiary.

(iii) Save for the impact of the proposed acquisition of the Corporation by the Purchaser there are no circumstances or matters which could affect the continuance of any of the Financial Facilities, or which may result in an amendment of their terms.

(iv) No indebtedness of the Corporation or any of the Subsidiaries pursuant to the Financial Facilities is due and payable and no Encumbrance over any of the assets of the Corporation or any of the Subsidiaries is now enforceable, whether by virtue of the stated maturity date of the indebtedness having been reached or otherwise.

• (v) Neither the Corporation nor any of the Subsidiaries has received any notice (whose terms have not been fully complied with or carried out) from any creditor requiring any payment to be made in respect of any indebtedness (whether arising pursuant to the Financial Facilities or otherwise), or intimating the enforcement of any Encumbrance which it holds over the assets of the Corporation or any of the Subsidiaries.

• (vi) No Encumbrance, guarantee, indemnity or other similar security arrangement has been given or entered into (or agreed to be given or entered into) by the Corporation, a Subsidiary or any third party in respect of the borrowings or other obligations of the Corporation or any of the Subsidiaries (whether arising pursuant to the Financial Facilities or otherwise).

• (vii) Neither the Corporation nor any of the Subsidiaries has given or entered into (agreed to give or enter into) any Encumbrance, guarantee, indemnity or other similar security arrangement in respect of the indebtedness of, or the default in the performance of any obligation by, any other person.

• (viii) Neither the Corporation nor any of the Subsidiaries has:

• a. engaged in financing of a type which would not need to be shown or reflected in the Accounts or the Management Accounts; or

• b. waived any right of set-off it may have against any third party.

(ix) Save for the [redacted shareholder name] Amount, neither the Corporation nor any of the Subsidiaries has lent any money that has not been repaid, and there are no debts owing to the Corporation or any of the Subsidiaries other than debts that have arisen in the normal course of the Business.

(x) Save as set out at Section 3.2(3)(x) of the Disclosure Letter, the debts owing to the Corporation or any of the Subsidiaries as reflected in the Accounts and the Management Accounts, and all debts subsequently recorded in the books of the Corporation or any of the Subsidiaries since the Accounts Date:

(31)

• a. have been realised, or the Corporation has no reason to believe will not be realised, in cash within four months after the date of this Agreement for their full amount as included in those Accounts or Management Accounts;

• b. have not been outstanding (in whole or in part) for more than three months from its due date for payment; and

• c. are not subject to any right of set-off or counterclaim.

(xi) Neither the Corporation nor any of the Subsidiaries is subject to any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

(4) Tax Warranties

(i) All notices, returns (including any land transaction returns), reports, accounts, computations, statements, assessments, claims, disclaimers, elections and registrations and any other necessary information which have, or should have, been submitted by the Corporation or any Subsidiary to any Tax Authority for the purposes of Tax have been made on a proper basis, were submitted within applicable time limits and were accurate and complete in all material respects. None of the above is, or is likely to be, the subject of any material dispute with any Tax Authority.

(ii) All Tax (whether of the UK or elsewhere), for which the Corporation or any Subsidiary has been liable to account, has been duly paid (insofar as such Tax ought to have been paid) and no penalties, fines, surcharges or interest have been incurred.

(iii) The Corporation and each Subsidiary maintain complete and accurate records, invoices and other information in relation to Tax, that meet all legal requirements and enable the tax liabilities of the Corporation and any Subsidiary to be calculated accurately in all material respects.

(iv) Save as set out at Section 3.2(4)(iv) of the Disclosure Letter the Corporation and each Subsidiary has not negotiated or agreed any concessions, agreements and arrangements with a Tax Authority.

(v) Save for PAYE income tax and national insurance deductions in the Ordinary Course, neither the Corporation nor any Subsidiary is, or will become liable, to make to any person (including any Tax Authority) any payment in respect of any liability to Tax which is primarily or directly chargeable against, or attributable to, any other person (other than the Corporation or any Subsidiary).

• (vi) The Accounts make full provision or reserve within generally accepted accounting principles for all Tax for which the Corporation or the relevant Subsidiary is accountable at that date. Proper provision has been made and shown in the Accounts for deferred tax in accordance with generally accepted accounting principles.

(32)

• (vii) The book value shown in, or adopted for the purposes, of the Accounts as the value of each of the assets of the Corporation or any Subsidiary, on the disposal of which a chargeable gain or allowable loss could arise, does not exceed the amount which on a disposal of such asset at the date of this agreement would be deductible, in each case, disregarding any statutory right to claim any allowance or relief other than amounts deductible under section 38 of the Taxation of Chargeable Gains Act 1992 (United Kingdom).

• (viii) No distribution or deemed distribution, within the meaning of section 1000 or sections 1022-1027 of Corporation Tax Act 2010 (United Kingdom), has been made (or will be deemed to have been made) by the Corporation or any Subsidiary, except dividends shown in their audited accounts, and neither the Corporation nor any Subsidiary is bound to make any such distribution.

• (ix) Neither the Corporation nor any Subsidiary has been a party to, nor has been otherwise involved in, any transaction, scheme or arrangement containing steps or stages that have no commercial purpose or designed wholly or mainly for the purpose of avoiding Tax or reducing a liability to Tax.

(x) The Corporation and the Subsidiaries are each taxable persons and are each registered for the purposes of VAT or applicable sales taxes in their respective jurisdictions.

• (xi) All supplies made by the Corporation or any Subsidiary are taxable supplies. Neither the Corporation nor any Subsidiary has been, or will be, denied full credit for all input tax paid or suffered by it.

• (5) Capacity and Power to Bind

(i) The Corporation has been duly incorporated and is validly existing as a company under the laws of England and Wales with registered number 11253633.

(ii) Each Subsidiary has been duly incorporated and validly exists as a body corporate under the laws of its jurisdiction of incorporation.

(iii) The Corporation has full power and authority to act as agent for any NonSigning Vendor and deliver good and marketable title to the relevant Purchased Shares, free from any Encumbrance.

(iv) There are no powers of attorney granted by the Corporation or any of its Subsidiaries currently in force, except as set out in Section 3.2(5)(xliv) of the Disclosure Letter;

• (v) No person is entitled or authorised in any capacity to bind or commit the Corporation or any of its Subsidiaries to any obligation outside the Ordinary Course of the Business.

• (6) Constitutional and corporate documents

(33)

• (i) Copies of the Governing Documents of the Corporation and the Subsidiaries have been supplied to the Purchaser and such copy documents:

• a. are true, accurate and complete in all respects; and

• b. fully set out all the rights and restrictions attaching to each class of shares in the capital of the Corporation and the Subsidiaries.

(ii) The register of members and all other statutory books and registers of the Corporation and each of the Subsidiaries have been properly kept in accordance with all applicable laws and (if applicable):

• a. are correctly written up to date; and

• b. contain a true, complete and accurate record of all matters and information which should be contained in them.

(iii) No notice or allegation has been received that any such registers or books are incorrect or should be rectified.

(iv) All returns, particulars, resolutions and other documents that the Corporation or any of the Subsidiaries is required by law to file with, or deliver to, any authority in any jurisdiction have been correctly made up and duly filed or delivered.

(v) All deeds and documents belonging to the Corporation or any of the Subsidiaries, or to which any of them is a party, are in the possession of the Corporation or the relevant Subsidiary (as the case may be).

• (vi) The planned exercise by the Vendors of their drag-along rights pursuant to Article 28 of the Articles will result in any Non-Signing Vendors selling their shares in the capital of the Corporation to Purchaser on the terms set forth in this Agreement.

• (7) Licenses and Consents

(i) As at the date of this Agreement the Acquired Companies hold the licences, permissions, authorisations, approvals, registrations and consents set out below (the “ Licenses ”):

[Table of licenses redacted]

(ii) The Licenses are valid and in full force and effect, as of the date of the Agreement. No material violations exist in respect of any License and no investigation or proceeding is pending or, to the knowledge of the Corporation, threatened, that would be expected to result in the suspension, revocation, non-renewal or limitation or restriction of any such License.

• (iii) The sale of the Purchased Shares to the Purchaser shall not violate any terms or provision of the License or cause any License to be suspended, revoked or terminated.

(34)

• (iv) As at the date of this Agreement the Acquired Companies have filed, or intend to file, applications for the licences, permissions, authorisations, approvals, registrations and consents set out below (the “ License Applications ”):

[Table of License Applications redacted]

• (v) No Acquired Company has received any notification from an applicable governmental agency that any of the License Applications have been or are likely to be denied, that the Corporation or any Subsidiary is ineligible to receive a license, permission, authorisation, approval, registration or consent that is the subject of a License Applications, or that any condition is required under a License Application that cannot be met by the Acquired Companies using commercially reasonable efforts. To the knowledge of the Corporation, no circumstance currently exists that would prevent or prohibit the Corporation and/or the applicable Subsidiary from acquiring any of the licenses, permissions, authorisations, approvals, registrations and consents that are the subject of the License Applications.

• (vi) The Licenses and the licenses, permissions, authorisations, approvals, registrations and consents that are subject of the License Applications constitute all of the licenses, permits, authorizations, registrations and approvals required to operate the Acquired Companies as currently contemplated.

• (vii) To the knowledge of the Corporation, no Acquired Company has been denied a license or had a license revoked due to legal or regulatory violations by or ineligibility of a Subsidiary.

• (viii) The Corporation and each Subsidiary has filed all material reports, statements, documents, registrations, filings or submissions required by applicable law and the rules associated with each License (and to the extent a License Application has been commenced and/or submitted, required to be filed by the relevant Subsidiary at this stage). All such registrations, filings and submissions were in compliance in all material respects with applicable law or rules when filed or as amended or supplemented, and no material deficiencies have been asserted by any governmental authority with respect to such registrations, filings or submissions that have not been satisfied.

• (ix) The Corporation and each Subsidiary has at all times conducted its business in accordance with, and has acted in compliance with, all applicable laws and regulations of any relevant jurisdiction.

• (8) Assets

• (i) Save for assets sold to Yooma pursuant to the Yooma Asset Purchase Agreement, and as set out in Section 3.2(8) of the Disclosure Letter, the assets included in the Accounts, together with any assets acquired since the Accounts Date and all other assets used by the Corporation or any of the Subsidiaries (except for those disposed of since the Accounts Date in the normal course of business) are:

(35)

• a. legally and beneficially owned by either the Corporation or a Subsidiary, and the relevant owner has good and marketable title to such assets;

• b. not the subject of any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms, or any licence or factoring arrangement; and

• c. in the possession and control of the Corporation or a Subsidiary.

• (ii) None of the assets, undertaking or goodwill of the Corporation or any of the Subsidiaries is subject to an Encumbrance or any agreement or commitment to create an Encumbrance, and no person has claimed to be entitled to create such an Encumbrance.

(iii) The plant, machinery, vehicles, office and other equipment used by the Corporation or any of the Subsidiaries are:

• a. in good working order and have been regularly and properly maintained; and

• b. capable and will continue to be capable of doing the work for which they were designed.

• (iv) The inventory (including work-in-progress) of the Corporation and the Subsidiaries:

• a. is in good condition and is capable of being sold in the Ordinary Course in accordance with its current price list without discount, rebate or allowance; and

• b. is not excessive and is adequate in relation to the current trading requirements of the business and none of the inventory is obsolete, slow moving, unusable or unmarketable or includes returned goods.

(9) Insurance

(i) The Corporation and each Subsidiary maintains, and has at all material times maintained, adequate insurance cover against all losses and liabilities, including business interruption, and all other risks that are normally insured against by a person carrying on the same type of business as the Acquired Companies.

(ii) The insurance policies are in full force and effect, all premiums due on them have been paid and all other conditions have been performed and observed.

(iii) Neither the Corporation nor any of the Subsidiaries has done, or omitted to do, anything that may result in an increase in the premium payable for any of the policies, or that may adversely affect the renewal of any of the policies.

• (iv) There have been no insurance claims made by the Corporation or any of the Subsidiaries during the period of 12 months ending on the date of this Agreement and the Corporation is not aware of any pending or potential claim relating thereto.

(36)

(10) Insolvency

No Acquired Company has taken any action nor, so far as the Corporation is aware, have any other steps been taken or legal proceedings started or threatened against any Acquired Company for its winding-up or dissolution or any analogous proceedings in any jurisdiction or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or any of its properties, revenues or assets.

(11) Intellectual property

• (i) The Corporation has taken all steps reasonably necessary to maintain and protect all trademarks, trade names, copyright, confidential information, know how, design rights and all similar property rights (“ Intellectual Property Rights ”) currently owned by the Acquired Companies which are material to its business; all agreements whereby the Acquired Companies are authorised to use any Intellectual Property Rights belonging to a third party, or where it authorises a third party to use its proprietary Intellectual Property Rights, are in full force and effect and all fees and royalties due thereunder have been paid and no event has occurred or is about to occur which would or could entitle any third party to terminate such agreements prematurely nor.

• (ii) So far as the Corporation is aware, there has not been any infringement by the Corporation or any Subsidiary of Intellectual Property Rights held by third parties or any infringement by third parties of Intellectual Property Rights owned by the Acquired Companies which would have a material adverse effect on the business, assets or prospects of the Corporation or any Subsidiary.

(12) Litigation

Except as set out in Section 3.2(12) of the Disclosure Letter, no Acquired Company, nor any Director, nor any other person for whom the Acquired Companies are or may be vicariously liable, has any claim outstanding against them or is engaged in any litigation or arbitration, prosecution or other proceedings or governmental, regulatory or official investigation or inquiry which individually or collectively is of material importance to the Corporation and so far as the Corporation is aware, no such litigation, arbitration, prosecution or other proceedings or governmental or official investigation or inquiry are threatened or pending nor are there any circumstances which are reasonably likely to give rise to any of the same.

(13) Taxation

• (i) Each Acquired Company has duly and timely made all returns which ought to have been made to and is not involved in any dispute with applicable tax authorities in their country of domicile or other authority concerning any matter likely to affect in any way the liability (whether accrued, contingent or future) of it to taxation.

• (ii) Each Acquired Company has duly paid or provided for all taxation for which it is liable and there are no circumstances in which any outstanding tax obligations and/or

(37)

any interest or penalties in respect of tax not duly paid (and not provided for) could be charged against it in respect of any period prior to Closing.

• (iii) There have been no examinations or audits of any tax returns or reports by any applicable domestic or foreign governmental agency.

(14) Material Contracts

Except as set out in Section 3.2(14) of the Disclosure Letter, neither the Corporation nor any Subsidiary nor, to the Corporation’s knowledge, any other party, is in violation or default of any term or of any provision of any contract which is material to the financial and/or operating performance of the Corporation (each a “ Material Contract ”). To the Corporation’s knowledge, all of the Material Contracts are valid, binding and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies and to general principles of equity. Except as set out in Section 3.2(14) of the Disclosure Letter, the Corporation and each Subsidiary has avoided every condition, and has not performed any act, the occurrence of which would result in the Corporation’s or the applicable Subsidiary’s loss of any right granted under any Material Contract, nor failed to perform any act, the failure of which would result in the Corporation’s or the applicable Subsidiary’s loss of any right granted under any Material Contract.

• (15) Related Party Transactions

(i) Save as set out at in Section 3.2(15) of the Disclosure Letter, the Corporation and the Subsidiaries are not party to any contact or agreement or other arrangement with any Vendor or Director, or any Connected person of such parties, other than in the Ordinary Course.

• (ii) Other than in the Ordinary Course, there is no outstanding indebtedness or other liability (actual or contingent) and no outstanding Contract, commitment or arrangement between the Corporation or any of the Subsidiaries and any of the following:

• a. a Vendor, or any person Connected with a Vendor; or

• b. a Director, or any person Connected with a Director.

• (iii) None of the Vendors, nor any person Connected with a Vendor, has a claim of any nature against the Corporation or any of the Subsidiaries, or has assigned to any person the benefit of any such claim.

(16) Information Technology

The Corporation and the Subsidiaries are the owners of and/or license and in possession of the information technology, Software and other social media and domain names, free from Encumbrances, used in the business conducts by the Corporation and the Subsidiaries as at the date of this Agreement.

(38)

• (17) Data Protection and Privacy

(i) Except as set out in Section 3.2(17) of the Disclosure Letter, the Corporation and the Subsidiaries have at all times complied with the Data Protection Laws in all respects.

(ii) Neither the Corporation nor any of the Subsidiaries has 24 month period preceding the date of this Agreement received any:

• a. notice, request, correspondence or other communication from any Governmental Entity, or been subject to any enforcement action (including any fines or other sanctions), in each case relating to a breach or alleged breach of their obligations under the Data Protection Laws; or

• b. claim, complaint, correspondence or other communication from a data subject or any other person claiming a right to compensation under the Data Protection Laws, or alleging any breach of the Data Protection Laws,

• c. and, so far as the Corporation is aware, there is no fact or circumstance that may lead to any such notice, request, correspondence, communication, claim, complaint or enforcement action.

(18) Employment

• (i) Relevant details (to the satisfaction of the Purchaser) of all directors, employees, consultants and workers of the Acquired Companies have been supplied to the Purchaser in writing (and such information is materially accurate as at the date of this Agreement).

(ii) Except as set out in Section 3.2(18)(ii) of the Disclosure Letter, the Acquired Companies have at all times materially complied with their respective obligations under Employment Laws and there is no claim threatened or pending or other dispute (other than in the Ordinary Course) between any director, employee, consultant or worker and any of the Acquired Companies existing and/or threatened as at the date of this Agreement.

• (iii) No Acquired Company is involved in any industrial or trade dispute or negotiation regarding a claim with any trade union or other representative body and there is nothing likely to give rise to such a negotiation, dispute or claim.

(19) Retirement benefits

• (i) No Acquired Company operates a “company pension scheme” managed by the Acquired Company or trustees thereof or for which the Acquired Companies are responsible for any short-fall or deficit.

• (ii) No Acquired Company operates a “final salary scheme” or similar whereby current or former employees are guaranteed a minimum pension from the Corporation

(39)

or any Subsidiary or any pension scheme for which such party is directly or indirectly responsible.

(iii) The Corporation and the Subsidiaries comply with their statutory obligations to provide access and contribute to third-party providers of workplace pensions in the jurisdictions where they operate.

(iv) There is no pension or other retirement benefit that is material or onerous on the Corporation or any Subsidiary outside the Ordinary Course.

(v) The Acquired Companies are up-to-date in relation to their contractual and/or statutory contributions to employee pensions and no amounts remain outstanding from the Corporation or any Subsidiary as at the date of this Agreement.

• (20) Property, Environment and Health & Safety

(i) The particulars of the Properties set out in Section 3.2(20)(i) of the Disclosure Letter are true, complete and accurate.

(ii) All company owns or leases (and has full enjoyment of) all of the Properties actively used by the Corporation or the Subsidiaries in connection with the business as at the date of this Agreement.

(iii) The Properties are the only land and buildings owned, used or occupied by the Corporation and the Subsidiaries.

(iv) Neither the Corporation nor any of the Subsidiaries (nor any other company that has at any time been a subsidiary of the Corporation) has any actual or contingent liability in respect of previously-owned land or buildings or other real estate.

(v) Save as set out at Section 3.2(20)(v) of the Disclosure Letter, neither the Corporation nor any of the Subsidiaries (nor any other company that has at any time been a subsidiary of the Corporation) has given any guarantee or indemnity for any liability relating to any of the Properties, any or any other land or buildings or real estate.

(vi) The unexpired residue of the term granted by any leasehold right or interest held by any of the Acquired Companies (“ Lease ”) is vested in such party and is valid and subsisting against all persons, including any person in whom any superior estate or interest is vested.

(vii) In relation to each Lease, the landlord and each lessee, tenant, licensee or occupier has observed and performed in all material respects all covenants, restrictions, stipulations and other encumbrances and there has not been (expressly or impliedly) any waiver of or acquiescence to any breach of them.

(40)

• (viii) In relation to each Lease all principal rent and additional rent and all other sums payable by each lessee, tenant, licensee or occupier under each Lease have been paid as and when they became due.

• (ix) The current use of each of the Properties is the permitted lawful use for the purposes of the relevant local authority planning permissions and is in accordance with the provisions of the Leases.

(x) All necessary building regulation consents have been obtained both in relation to the current use of the Properties and any alterations and improvements to them.

• (xi) Each of the Properties is in a good state of repair and condition and fit for the current use.

• (xii) None of the Properties has suffered materially from any of the following:

• a. flooding;

• b. subsidence;

• c. heave;

• d. landslip;

• e. mining activities;

• f. structural defects;

• g. defects in the drains and services from time to time serving the Properties; or

• h. dry rot, wet rot, rising damp or any infestation.

• (xiii) Neither the Corporation nor any of the Subsidiaries has received any adverse report from any engineer, surveyor or other professional relating to any of the Properties and the Corporation is not aware of any predecessor in title having done so.

(xiv) No notices, complaints or requirements have been issued or made (whether formally or informally) by any competent authority or undertaking exercising statutory or delegated powers in relation to any of the Properties, the current use of the Properties or any machinery, plant or equipment in them, and the Corporation is not aware of any matter which could lead to any such notice, complaint or requirement being issued or made.

• (xv) The Corporation and the Subsidiaries have at all times operated in compliance with all EHS Laws and there are no facts or circumstances that may lead to any breach of or liability under any EHS Laws.

• (xvi) Except as set out in Section 3.2(20)(xvi) of the Disclosure Letter, there have been no claims, investigations, prosecutions or other proceedings against or threatened

(41)

against the Corporation, any of the Subsidiaries or any of their respective directors, officers or employees in respect of damage to the environment, land or other property arising from the operation of the business or occupation of any of the Properties or for any breach or alleged breach of any EHS Laws, and there are no facts or circumstances that may lead to any such claims, investigations, prosecutions or other proceedings. At no time has the Corporation or any of the Subsidiaries received any notice, communication or information alleging any liability in relation to any steps it must take or works that are required to comply with EHS Laws.

• (xvii) Neither the Corporation nor any of the Subsidiaries has received any enforcement, prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed by, any enforcement authority or the relevant local authority, with regard to any breach of EHS Laws.

• (xviii) The Corporation and the Subsidiaries have adequate employers' liability and public liability insurance cover in respect of the business and the Properties and no claims have been made or are contemplated under any such insurance.

• (21) Competition

• (i) Neither the Corporation nor any of the Subsidiaries is engaged in any agreement, arrangement, practices or conduct which amounts to an infringement of the Competition Laws and none of their respective directors, officers or employees is or has been engaged in any activity involving or constituting an offence or infringement under any of the Competition Laws.

• (ii) Neither the Corporation nor any of the Subsidiaries, nor any of their respective directors, officers or employees, is the subject of any investigation, inquiry or proceedings by any government body, agency, authority or court in connection with any actual or alleged infringement of the Competition Laws; and no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

• (iii) Neither the Corporation nor any of the Subsidiaries is affected by any existing or pending decisions, judgments, orders or rulings of any government body, agency, authority or court responsible for enforcing any of the Competition Laws, nor have they given any undertakings or commitments to any such body, agency, authority or court.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Representations and Warranties of Purchaser

Purchaser represents and warrants to the Vendors as follows as of the date hereof and acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the transactions contemplated by this Agreement notwithstanding any investigation by or on behalf of the Vendors:

(42)

(1) Incorporation and Corporate Power

The Purchaser is a corporation incorporated and existing under the laws of British Columbia and has the corporate power and authority to enter into and perform its obligations under this Agreement and each of agreements ancillary (the “ Ancillary Agreements ”) hereto to which it is a party.

(2) Corporate Authorization

The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party:

• (i) have been duly authorized by all necessary corporate action on the part of the Purchaser; and

• (ii) do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, or allow any other Person to exercise any rights under, any of its constating documents, shareholders’ agreements or resolutions of its board of directors or shareholders.

(3) No Conflict with Authorizations, Laws, etc.

Except as set out in Section 4.1(3) of the Schedules, the execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party do not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance):

• (i) result in a breach or a violation of, conflict with, or cause the termination or revocation of, any Authorization held by the Purchaser or necessary to the ownership and transfer of the Purchased Shares;

• (ii) result in a breach or a violation of, or conflict with, any judgement, judicial order or decree of any Governmental Authority; or

• (iii) result in a breach or a violation of, or conflict with, any Law applicable to the Purchaser.

(4) Required Purchaser Authorizations

There is no requirement for the Purchaser to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a result of, or in connection with, or as a condition to the lawful completion of, the transactions contemplated by this Agreement or any of the Ancillary Agreements, except for the filings, notifications and Authorizations set out in Section 4.1(4) of the Schedules.

(5) Execution and Binding Obligation

(43)

This Agreement and each of the Ancillary Agreements to which the Purchaser is a party have been (or will be) duly executed and delivered by the Purchaser and constitute (or will constitute) legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their respective terms.

(6) Securities Laws

The Purchaser (A) is a “reporting issuer” in all of the provinces and territories of Canada within the meaning of Canadian Securities Laws, (B) is not in default of any material requirement of Canadian Securities Laws, and (C) is in compliance, in all material respects, with (i) Canadian Securities Laws and (ii) the by-laws, rules, policies and regulations of the Exchange. There are no current, pending or, to the knowledge of the Purchaser, threatened proceedings before any Canadian Securities Regulator or other Governmental Entity relating to any alleged noncompliance with Canadian Securities Laws.

(7) Public Disclosure Documents

Since January 1, 2019, the Purchaser has filed all documents required to be filed by it under applicable Canadian Securities Laws on a timely basis. The information and statements set forth in any Public Disclosure Documents were true, correct and complete in all material respects, and did not contain any misrepresentation, as of the date of such information or such statements were made. The Purchaser has not filed any confidential material change that currently remains confidential.

(8) Subordinate Voting Shares

The Subordinate Voting Shares of the Purchaser are listed for trading on the Exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser and to the knowledge of the Purchaser no inquiry or investigation (formal or informal) of any Canadian Securities Regulator or the Exchange is in effect or ongoing or, to the knowledge of the Purchaser, expected.

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

5.1 Conduct of Business Before Closing

The Corporation will, and will cause each of the Subsidiaries to, during the Interim Period, conduct their business and activities in the Ordinary Course and the Corporation will not, and will cause each of the Subsidiaries not to, take any action or omit to take any reasonable action within its control that is not in the Ordinary Course.

5.2 Access for Due Diligence

The Corporation will, and will cause each of the Subsidiaries to, during the Interim Period, (i) permit Purchaser and its employees, counsel, auditors or other representatives, without undue interference to the ordinary conduct of the business of the Corporation, to have reasonable access upon reasonable notice to (A) the properties of the Acquired Companies,

(44)

(B) the assets of the Acquired Companies and any information relating to the Acquired Companies, including all Books and Records whether retained by the Acquired Companies the Corporation or otherwise, (C) all Contracts, and (D) the senior personnel of the Acquired Companies; and (ii) furnish to Purchaser or its employees, counsel, auditors or other representatives such financial and operating data and other information with respect to the assets, business and activities of the Acquired Companies as Purchaser may from time to time reasonably request.

5.3 Filings and Authorizations

• (1) The Corporation shall notify Infarmed as soon as practicable from the date of execution of this Agreement about the Transaction and the resulting change in the shareholding structure, and expressly request Infarmed’s confirmation of the maintenance of the licence grated to [redacted subsidiary name] for cultivation, exportation and importation of Cannabis Sativa for medical purposes. The Parties shall coordinate and cooperate in obtaining and providing to Infarmed any information required or requested regarding the new shareholders, as well as information regarding any new directors and any other information requested by Infarmed in order to facilitate the issuance of correspondence from Infarmed confirming the maintenance of the licence.

• (2) The Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 5.3 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by Vendors to Purchaser pursuant to this Section 5.3 is competitively sensitive, such information may be provided only to external counsel for Purchaser on an external counsel only basis.

5.4 Notice of Inaccurate Representation or Warranty

Each Vendor or Corporation, as the case may be, shall promptly notify Purchaser, and Purchaser shall promptly notify the Vendors’ Representative, upon (i) any representation or warranty made by such Party contained in this Agreement becoming materially inaccurate during the Interim Period; or (ii) such Party’s knowledge that any such representation or warranty was materially inaccurate when it was made on the date of this Agreement. Any such notification will set out particulars of the inaccurate representation or warranty and details of any actions being taken by the applicable Vendor or Purchaser, as the case may be, to rectify the inaccuracy.

5.5 Exclusive Dealing

During the Interim Period, other than as set out in Section 5.5 of the Disclosure Letter or as agreed in writing by the Vendors’ Representative and the Purchaser, Vendors and the Corporation shall not, and shall cause the Subsidiaries not to, directly or indirectly, solicit,

(45)

initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any inquiries or proposals from, any Person (other than Purchaser) relating to any transaction involving the sale of any shares of Vendors any Acquired Company or the sale or other direct or indirect (including by way of amalgamation or license) disposition of all or substantially all of the business or any part of the assets of the Acquired Companies other than sales of inventory in the Ordinary Course and sales of assets of the Acquired Companies that are, in the aggregate, de minimis (each, a “ Proposed Transaction ”). Without limiting the generality of the foregoing, if any Vendor, the Corporation or any of their Affiliates, employees, officers, directors, representatives, agents or mandataries receives, or becomes aware of, any inquiries or proposal relating to any Proposed Transaction, then the relevant Vendor or the Corporation shall, no later than one day after such receipt or becoming aware thereof, notify Purchaser in writing of such Proposed Transaction and of any further developments with respect to such Proposed Transaction. Such notification will disclose in reasonable detail the identity of the offeror and the terms and conditions of such Proposed Transaction and be accompanied with any written communication received relating to such Proposed Transaction.

5.6 Satisfaction of Conditions

Each Party shall take all such actions as are within its reasonable power to control and shall use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure the satisfaction of the conditions in Article 6. Each Party shall cooperate fully in the other Parties’ efforts to satisfy the conditions in Article 6, provided, however, that no Party will be required to make any expenditure or disclose any of its confidential information to assist another Party in its efforts to satisfy such conditions.

5.7 Assurance

Each Vendor shall do all it can, at its own cost, to give the Purchaser the full legal and beneficial title to the Purchased Shares as at the date of Closing in accordance with this Agreement including (but not limited to) the exercise of drag-along rights pursuant to Article 28 of the Articles.

From the Closing Date until registration of the transfer of the Purchased Shares to the Purchaser in the Corporation’s register of members, each Vendor will not exercise any voting or other rights attaching to the Purchased Shares set out against the Vendor’s name at Section 2.1 of the Disclosure Letter save in accordance with the Purchaser’s instructions as the Purchaser in its absolute discretion sees fit.

ARTICLE 6 CONDITIONS OF CLOSING AND TERMINATION

6.1 Conditions for the Benefit of Purchaser

The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Closing Date, which conditions are for the exclusive benefit of Purchaser and may only be waived, in whole or in part, by Purchaser in writing in its sole discretion:

(46)

6.1.1 Truth of Representations and Warranties and Performance of Covenants

Each of:

• (a) the representations and warranties of (i) Vendors in Section 3.1, and the Corporation in Sections 3.2(1), 3.2(3)(i)(b), 3.2(5), 3.2(6), 3.2(8)(i)(a), and 3.2(10) (collectively, “ Vendors’ Core Representations ”); or (ii) made pursuant to this Agreement that are qualified by a reference to materiality, Material Adverse Change or material adverse effect, will, in each case, (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in the case of Vendors’ Core Representations, for inaccuracies that are de minimi s;

• (b) the other representations and warranties of Vendors or the Corporation made pursuant to this Agreement (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date; and

• (c) the covenants contained in this Agreement to be performed by Vendors and/or the Corporation on or before the Closing Date will have been performed in all material respects.

and Purchaser will have received certificates confirming the foregoing, signed by a senior officer or director of the Corporation, in form and substance reasonably satisfactory to Purchaser (the “ Vendors’ Closing Certificates ”). The receipt of the Vendors’ Closing Certificates and the consummation of Closing will not constitute a waiver by Purchaser or an amendment of any of the representations and warranties or covenants of Vendors or the Corporation which are contained in this Agreement. The materiality qualifications permitted to be in the Vendors' Closing Certificates pursuant to Sections 6.1.1(b) and 6.1.1(c) above are solely for purposes of determining whether this condition has been satisfied, and will not be deemed to have so qualified the representations, warranties or covenants referred to therein for purposes of Article 8.

6.1.2 Authorizations and Consents

Infarmed shall have provided, to the satisfaction of the Purchaser, acting reasonably, confirmation of the maintenance of the licence grated to [redacted subsidiary name] for cultivation, exportation and importation of Cannabis Sativa for medical purposes.

6.1.3 Completion of Certain Pre-Closing Matters

• (1) Each Exercisable Security shall have been cashlessly exercised in accordance with the terms of the Exercise Agreement such that no such Exercisable Securities remain outstanding at Closing.

(47)

• (2) The Corporation shall have advanced the [redacted shareholder name] Amount to a third party controlled by one of its directors or officers, and such third party shall have purchased all of the issued and outstanding shares in the capital of the Corporation owned by the shareholder identified in Section 1.1(jjj)of the Disclosure Letter in consideration for an amount equal to the [redacted shareholder name] Amount.

6.1.4 Deliveries

The Vendors’ Representative shall have delivered or caused to be delivered to Purchaser the following in form and substance satisfactory to Purchaser, acting reasonably:

• (a) transfers of the Purchased Shares, in agreed form, duly signed by the registered holders in favour of the Purchaser (or its nominee);

• (b) the definitive share certificates for the Purchased Shares or an indemnity, in agreed form, for any lost certificates;

• (c) settlement agreement between the Corporation and [redacted name] (“ Settlement Agreement ”);

• (d) resignation letters, in agreed form and executed as a deed, from the persons set out below (the “ Resigning Directors ”) resigning from their respective offices (but not their employment) as Directors of the Corporation or a Subsidiary:

• (i) Mr. Ed Mcdermott;

• (ii) Ms. Barbara Pacchetti

• (iii) Mr. Orr Yarkoni; and

• (iv) Mr. Lorne Abony.

• (e) the Escrow Agreement duly executed by the Vendors’ Representative for and on behalf of each Vendor;

• (f) certified copies of all resolutions or minutes of the directors, and if required the shareholders, of the Corporation approving the entering into and completion of the transactions contemplated by this Agreement;

• (g) the Corporate Records;

• (h) a recent certificate of status, compliance, good standing or similar certificate with respect to each Acquired Company issued by the appropriate government officials of its jurisdiction of incorporation;

• (i) the Vendors’ Closing Certificates;

• (j) duly executed resignations effective as at Closing of the auditors of the Corporation;

(48)

• (k) a non-competition and confidentiality agreement duly executed by each Vendor listed on Section 6.1.4(k) of the Disclosure Letter, in the form attached as Exhibit “E”;

• (l) a lock-up agreement duly executed by each Vendor, in the form attached as Exhibit “F”;

• (m) an LTIP Option Acquisition Agreement duly executed by each LTIP Option Holder;

• (n) the Employment Agreements (provided an initial draft is given to the Employees at least two weeks in advance of Closing) duly executed by each of the employees that are parties thereto;

• (o) written consent to the transactions contemplated by this Agreement duly executed by [redacted] pursuant to the Supply Agreement between the Corporation and [redacted] dated December 11, 2021;

• (p) written confirmation duly executed by the [redacted subsidiary name] Vendors that, if and when the Excluded Earn-Out Consideration becomes payable to them, they accept to receive cash or Purchaser Shares (having an equivalent value to the EMMAC shares that would have been payable to them pursuant to the [redacted subsidiary name] SPA), at the election of Purchaser, as payment of the Excluded Earn-Out Consideration; and

• (q) evidence of exercise of the drag-along rights in accordance with Article 28 of the Articles to cause the Non-Signing Vendors to sell their Purchased Shares to Purchaser.

6.1.5 No Legal Action

No action or proceeding will be pending or threatened by any Person (other than Purchaser) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, materially restrict or prohibit, or enjoining, materially restricting or prohibiting, on a temporary or permanent basis any of the transactions contemplated by this Agreement or imposing any temporary or permanent material terms or conditions on the transactions contemplated by this Agreement, the business and activities of the Acquired Companies or the business and activities of Purchaser including requiring that any material assets or shares be held separate or divested or requiring any material form of behavioural or other remedy or otherwise materially limiting the right of Purchaser to conduct its business and activities or the business and activities of the Acquired Companies after Closing on substantially the same basis as previously conducted.

6.1.6 No Material Change

Since the date of the Agreement, there will have been no Material Adverse Change of the Corporation.

(49)

6.1.7 Stock Exchange Approval

The Exchange, or any other stock exchange on which the Purchaser Shares may trade, shall have not objected to the transactions contemplated there by and, to the extent required under the policies of such exchange, approved the transaction, including the listing of the Purchaser Shares issuable hereunder, subject only to the customary conditions to be satisfied.

6.1.8 Escrow

Not less than £8,000,000 of Purchasers Shares (being valued at the Purchaser Share Issue Price) shall have been placed into escrow pursuant to the Escrow Agreement either by operation of Section 2.3.1(4) or otherwise deposited by one or more of the Vendors.

6.1.9 No Objection from National Crime Agency in United Kingdom

The Corporation and the Vendors not having received any objection from the National Crime Agency in the United Kingdom (the “ NCA ”), or any objection being addressed to the satisfaction of the NCA, in relation to (i) the proposed sale of the entire issued share capital of the Corporation to the Purchaser; and (ii) receipt by the Vendors of the Cash Consideration and/or the Share Consideration.

6.2 Conditions for the Benefit of Vendors

The purchase and sale of the Purchased Shares are subject to the following conditions to be fulfilled or performed at or before the Closing Date, which conditions are for the exclusive benefit of Vendors and may only be waived, in whole or in part, by the Vendors’ Representative, on behalf of Vendors, in writing in its sole discretion:

6.2.1 Truth of Representations and Warranties and Performance of Covenants

Each of:

• (a) the representations and warranties of Purchaser (the “ Purchaser’s Core Representations ”) will, in each case, have been true and accurate in all respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) will be true and accurate in all respects on the Closing Date with the same force and effect as if made at and as of the Closing Date, except, in each case, for inaccuracies that are de minimi s;

• (b) the other representations and warranties of Purchaser made pursuant to this Agreement will have been true and accurate in all material respects on the date hereof and (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) will be true and accurate in all material respects on the Closing Date with the same force and effect as if made at and as of the Closing Date except as has not had, and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Change of the Purchaser; and

(50)

• (c) the covenants contained in this Agreement to be performed by Purchaser on or before the Closing Date will have been performed in all material respects and Purchaser will not be in material breach, default or violation of any agreement on its part contained in this Agreement;

and the Corporation will have received a certificate confirming the foregoing, signed for and on behalf of Purchaser by a senior officer or director of Purchaser, in form and substance reasonably satisfactory to the Corporation (the “ Purchaser’s Closing Certificate ”). Subject to Section 5.4, the receipt of the Purchaser’s Closing Certificate and the consummation of Closing will not constitute a waiver by the Corporation or an amendment of any of the representations and warranties or covenants of Purchaser which are contained in this Agreement. The materiality qualifications permitted to be in the Purchaser's Closing Certificate pursuant to Sections 6.1.1(b) and 6.2.1(c) above are solely for purposes of determining whether this condition has been satisfied, and will not be deemed to have so qualified the representations, warranties or covenants referred to therein for purposes of Article 8.

6.2.2 Deliveries

Purchaser shall have delivered or caused to be delivered to the Vendors' Representative the following in form and substance satisfactory to the Vendors' Representative acting reasonably:

• (a) DRS statements representing the Purchaser Shares, in the proportions set forth on in Part B of Section 2.1 of the Disclosure Letter;

• (b) certified copies of all resolutions of the board of directors of Purchaser approving the entering into and completion of the transactions contemplated by this Agreement;

• (c) an LTIP Option Acquisition Agreement duly executed by the Purchaser;

• (d) the Escrow Agreement duly executed by the Purchaser and the Escrow Agent; and

• (e) a recent certificate of status, compliance, good standing or similar certificate with respect to Purchaser issued by the appropriate government officials of its jurisdiction of incorporation; and

• (f) the Purchaser’s Closing Certificate.

6.2.3 No Legal Action

No action or proceeding will be pending or threatened by any Person (other than Vendors or any Acquired Company) in any jurisdiction, and no order or notice will have been made, issued or delivered by any Governmental Entity, seeking to enjoin, restrict or prohibit, or enjoining, restricting or prohibiting, on a temporary or permanent basis

(51)

any of the transactions contemplated by this Agreement or imposing any temporary or permanent terms or conditions on the transactions contemplated by this Agreement.

6.2.4 Delivery of Purchase Price

Purchaser shall have delivered the Purchase Price payable on the Closing Date to the Vendors in accordance with Section 2.2.

6.2.5 Stock Exchange Approval

The Exchange, or any other stock exchange on which the Purchaser Shares may trade, shall have not objected to the transactions contemplated there by and, to the extent required under the policies of such exchange, approved the transaction, including the listing of the Purchaser Shares issuable hereunder, subject only to the customary conditions to be satisfied.

6.2.6 No Objection from National Crime Agency in United Kingdom

The Corporation and the Vendors not having received any objection from the NCA, or any objection being addressed to the satisfaction of the NCA, in relation to (i) the proposed sale of the entire issued share capital of the Corporation to the Purchaser; and (ii) receipt by the Vendors of the Cash Consideration and/or the Share Consideration.

6.2.7 No Material Adverse Change

Since the date of this Agreement, there will have been no Material Adverse Change of the Purchaser.

6.3 Termination Rights

On or prior to the Closing, this Agreement may be terminated by notice in writing:

• (a) by mutual consent of Purchaser and the Vendors’ Representative (on behalf of itself and all of the Vendors);

• (b) by Purchaser, if :

• (i) there has been a material breach of this Agreement by Vendors or the Corporation that would give rise to the failure of any of the conditions specified in Section 6.1 and such breach has not been waived by Purchaser in writing or cured within 15 days by Vendors or the Corporation, as applicable, following written notice of such breach by Purchaser; or

• (ii) if any of the conditions set forth in Section 6.1 have not been satisfied or waived on or prior to May 15, 2021 (the “ Outside Date ”), or it becomes reasonably apparent that any of such conditions cannot be satisfied on or before the Outside Date (other than as result of the failure of Purchaser to perform any of its obligations under this Agreement) and Purchaser has

(52)

not waived such conditions in writing on or prior to the Outside Date; provided that if the Closing does not occur on or prior to the Outside Date due to the failure to receive the confirmation from Infarmed referred to in Section 6.1.2, and if all other conditions to Purchaser's obligation to close under this Agreement that are capable of being satisfied by such date have been satisfied or waived (other than those conditions that, by their terms, cannot be satisfied until the Closing), then the Purchaser may not terminate this Agreement until the earlier of (A) June 30, 2021, and (B) the date it becomes reasonably apparent that such confirmation will not be obtained.

• (c) by the Vendors’ Representative (on behalf of itself and all of the Vendors and the Corporation), if:

• (i) there has been a material breach of this Agreement by Purchaser that would give rise to the failure of any of the conditions specified in Section 6.2 and such breach has not been waived by the Corporation (on behalf of itself and all of the Vendors) in writing or cured within 15 days by Purchaser following written notice of such breach by the Corporation; or

• (ii) if any of the conditions set forth in Section 6.2 have not been satisfied or waived on or prior to the Outside Date, or it becomes reasonably apparent that any of such conditions cannot be satisfied on or before the Outside Date (other than as result of the failure of Vendors or the Corporation to perform any of their obligations under this Agreement) and the Vendors’ Representative (on behalf of itself and all of the Vendors and the Corporation) has not waived such condition in writing on or prior to the Outside Date; provided that if the Closing does not occur on or prior to the Outside Date due to the failure to receive the confirmation from Infarmed referred to in Section 6.1.2, and if all other conditions to Vendors' obligation to close under this Agreement that are capable of being satisfied by such date have been satisfied or waived (other than those conditions that, by their terms, cannot be satisfied until the Closing), then the Vendors’ Representative may not terminate this Agreement until the earlier of (A) June 30, 2021, and (B) the date it becomes reasonably apparent that such confirmation will not be obtained.

6.4 Effects of Termination

If this Agreement is terminated pursuant to Section 6.3(a), all obligations of the Parties pursuant to this Agreement will terminate without further liability of any Party to the other Party except for the provision of; Article 1 relating to interpretation, Sections 6.4 (Effects of Termination), 9.2 (Notices), 9.3 (Public Disclosure), 9.4 (Confidentiality) and 9.6 (Expenses) and if this agreement is otherwise terminated pursuant to Section 6.3 and the right to terminate arose because of a breach of this Agreement by another Party (including a breach by the other Party resulting in a condition in favour of the terminating Party failing to be satisfied), then the breaching Party shall remain fully liable for any and all Damages suffered by the terminating Party as a result thereof.

(53)

ARTICLE 7 CLOSING AND POWER OF ATTORNEY

7.1 Date, Time and Place of Closing

The Closing will take place virtually by the electronic exchange of executed documents on the second Business Day after the conditions to Closing set forth in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Closing) have been satisfied (or waived by the Party entitled to waive such condition) or at such other place, on such other date and at such other time as may be agreed upon in writing between the Corporation and Purchaser (the date the Closing occurs being referred to in this Agreement as the “ Closing Date ”); provided, however, that notwithstanding anything to the contrary in this Agreement, in no event shall Closing take place prior to April 1, 2021.

• 7.2 Power of Attorney pending stamping and registration of Purchased Shares in name of Purchaser

• (a) From the Closing Date each Vendor hereby grants the Purchaser (acting by any of its directors from time to time) an irrevocable full power of attorney to enable the Purchaser (or its proxies) to exercise all voting and other rights attaching to the Purchased Shares set out against the Vendor’s name at Section 2.1 of the Disclosure Letter as the Purchaser in its absolute discretion sees fit in the period between Closing until and registration of the transfer of the Purchased Shares to the Purchaser in the Corporation’s register of members, including but not limited to:

  • (i) receiving notice of, attending and voting at any general meeting of the members of the Corporation, including meetings of the members or any particular class of member, and all or any adjournments of such meetings, or signing any resolution as registered holder of the Purchased Shares;

  • (ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Purchased Shares;

  • (iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Purchased Shares or received in connection with the Purchased Shares from the Corporation or any other person; and

  • (iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Vendor’s name insofar as may be done in the Vendor’s capacity as registered holder of the Purchased Shares.

• (b) Purchaser shall be solely responsible for arranging and paying stamp taxes in relation to the stamping of all transfer instruments in respect of the Purchased Shares following the Closing Date and (i) any delay in stamping such

(54)

instruments shall not effect Closing, and (ii) stamping of transfer instruments will be at the risk of the Purchaser and the Purchaser shall not be entitled to exercise any right or remedy, including any right or termination or for Damages, arising directly or indirectly therefrom.

ARTICLE 8 INDEMNIFICATION

8.1 Indemnification in Favour of Purchaser

• (1) Each Vendor shall, subject to Section 8.6, indemnify and save the Purchaser’s Indemnified Persons harmless for and from any Damages suffered by, imposed upon or asserted against the Purchaser’s Indemnified Persons, as a result of, in respect of, connected with, or arising out of, under or pursuant to:

• (a) any failure of such Vendor to perform or fulfill any of its covenants under this Agreement;

• (b) any breach, default or violation of any representation or warranty given by such Vendor and/or the Corporation contained in this Agreement;

• (c) any liabilities or obligations of the Acquired Companies for Taxes in connection with any period ending on or before the Closing Date other than as fully recorded as a liability for Taxes payable in the Closing Date Statement in a manner that reduces the Purchase Price.

• (2) If Closing does not occur, the Corporation shall indemnify and save the Purchaser's Indemnified Persons harmless for and from any Damages suffered by, imposed upon or asserted against the Purchaser's Indemnified Persons, as a result of, in respect of, connected with, or arising out of, under or pursuant to:

• (a) any failure of the Corporation to perform or fulfill any of its covenants under this Agreement; and

• (b) any breach, default or violation of any representation or warranty given by the Corporation contained in this Agreement.

• (3) For greater certainty, the right to indemnification under Section 8.1(1)(a), 8.1(1)(c) and 8.1(2)(a) exists notwithstanding the right to indemnification under Section 8.1(1)(b) and 8.1(2)(b), and notwithstanding any representation and warranty in Article 3 provided that no Person may make more than one claim for indemnification as a result of the same or relating facts or circumstances. Subject to the time limitations set forth in Section 8.3(1) and the limitations on Damages set forth in Section 8.4, the right to indemnification under Sections 8.1(1)(b) and 8.1(2)(b) is a right that is separate and independent from any other right or remedy under this Agreement.

• (4) For purposes of calculating Damages pursuant to this Section 8.1, the representations and warranties given by Vendors will be deemed to have been made without the

(55)

inclusion of limitations or qualifications as to materiality, such as the words or expressions “material”, “materially”, “material adverse effect”, “immaterial”, “in all material respects” or words or expressions of similar import.

8.2 Indemnification in Favour of Vendors

• (1) Purchaser shall indemnify and save Vendors’ Indemnified Persons harmless for and from any Damages suffered by, imposed upon or asserted against Vendors as a result of, in respect of, connected with, or arising out of, under or pursuant to:

• (a) any failure of Purchaser to perform or fulfill any covenant of Purchaser under this Agreement; and

• (b) any breach, default or violation of any representation or warranty given by Purchaser contained in this Agreement.

• (2) For greater certainty, the right to indemnification under Section 8.2(1)(a) exists notwithstanding the right to indemnification under Section 8.2(1)(b) and notwithstanding any representation and warranty in Article 4 provided that no Person may make more than one claim for indemnification as a result of the same or relating facts or circumstances. Subject to the time limitations set forth in Section 8.3(2) and the limitations on Damages set forth in Section 8.4, the right to indemnification under Section 8.2(1)(b) is a right that is separate and independent from any other right or remedy under this Agreement.

8.3 Time Limitations

• (1) The representations and warranties of Vendors and the Corporation contained in this Agreement will survive Closing and, notwithstanding Closing and any investigation made by or on behalf of Purchaser, continue in full force and effect for a period of 18 months after Closing (the “ Warranty Period ”), except that:

• (a) Vendors’ Core Representations and the corresponding representations and warranties set out in the Vendors’ Closing Certificates will survive Closing and continue in full force and effect without limitation of time;

• (b) the representations and warranties set out in Sections 3.2(4) and 3.2(13) (“ Vendors’ Tax Representations ”) (and the corresponding representations and warranties set out in the Vendors’ Closing Certificates) will survive and continue in full force and effect until 90 days after the expiration of the period (“ Tax Assessment Period ”) during which any tax assessment may be issued by a Governmental Entity in respect of any taxation year to which such representations and warranties extend. The Tax Assessment Period will be determined having regard to any consent, waiver, agreement or other document that extends the period during which a Governmental Entity may issue a tax assessment. A tax assessment includes any assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Law; and

(56)

• (c) any claim involving fraud, fraudulent or willful misconduct, or intentional or gross negligence will survive Closing and continue in full force and effect without limitation of time.

• (2) The representations and warranties of Purchaser contained in this Agreement will survive Closing and, notwithstanding Closing and any investigation made by or on behalf of Vendors, continue in full force and effect for a period of 18 months after Closing, except that:

• (a) Purchaser’s Core Representations and the corresponding representations and warranties set out in the Purchaser’s Closing Certificate will survive Closing and continue in full force and effect without limitation of time; and

• (b) a claim involving fraud, fraudulent or willful misconduct, or intentional or gross negligence will survive Closing and continue in full force and effect without limitation of time.

• (3) The obligations of indemnification set out in Sections 8.1 and 8.2 will survive Closing and continue in full force and effect without limitation of time, except for the obligations of indemnification arising from Sections 8.1(1)(b) and 8.1(2)(b), as the case may be, which will be subject to the limitations regarding survival of representations and warranties set forth in Section 8.3(1) or 8.3(2), as the case may be.

• (4) An obligation to indemnify for Damages will continue after the end of the applicable survival period set forth in this Agreement if a claim for indemnification with respect to such Damages was made in accordance with this Agreement before the end of the applicable survival period. If a claim for indemnification is made in accordance with this Agreement before the end of the applicable survival period, then the party making the claim may make subsequent claims for Damages related to the same matter if the nature and extent of the Damages is not known at the time the claim is made, even if such subsequent claims are made after the expiry of the applicable survival period.

8.4 Limitation on Damages

• (1) The indemnification obligations of the Vendors pursuant to Section 8.1(1)(b) and of the Corporation pursuant to Section 8.1(2)(b) will:

• (a) only apply to claims for Damages which exceed ₤2.3 million, upon which the indemnification obligations of Vendors in connection with such claims applies to all such Damages (including such ₤2.3 million);

• (b) not exceed 16% of the Purchase Price in the aggregate (as adjusted pursuant to Sections 2.3 and 2.4) or, in respect of each individual Vendor, 16% of the Purchase Price actually received by such Vendor (as adjusted pursuant to Sections 2.3 and 2.4) (including any consideration payable to such Vendor that is held in escrow).

(57)

• (2) Section 8.4(1) does not apply to (i) indemnification claims with respect to Vendors’ Core Representations and the corresponding representations and warranties set out in the Vendors’ Closing Certificates ; (ii) indemnification claims with respect to Vendors’ Tax Representations and the corresponding representations and warranties set out in the Vendors’ Closing Certificate; or (iii) claims based on fraud, fraudulent or willful misconduct, or intentional or gross fault. The full amount of Damages under such claims will be limited to the Purchase Price actually received.

• (3) Each Vendors’ liability under this Agreement shall be several and not joint or joint and several. For certainty, any Damages owing by a Vendor arising as a result of a breach of this Agreement by the Corporation shall be attributable pro rata to the Vendors on the basis of the allocations set out in Section 2.1 of the Disclosure Letter.

8.5 Quantification of Damages

The amount of any Damages suffered or incurred by a party being indemnified under this Agreement (the “ Indemnified Party ”) will be determined by taking into account (i) any Tax cost incurred by such Indemnified Party as a result of the matter giving rise to such Damages or the receipt of any indemnification payments (including amounts released to the Purchaser pursuant to the Escrow Agreement or set off pursuant to Section 8.6(ii)) related to such Damages under this Article 8; and (ii) any Tax benefit actually realized by the Indemnified Party as a result of the matter giving rise to such Damages in the year in which the claim for such Damages was made or within three years thereafter. If the Indemnified Party receives a Tax benefit after a claim for Damages is made within such three-year period, the Indemnified Party shall promptly pay to the party indemnifying the Indemnified Party (the “ Indemnifying Party ”) the amount of such Tax benefit at such time or times as and to the extent that such Tax benefit is realized by the Indemnified Party, less all costs, fees and expenses (including Taxes) incurred in seeking and collecting such recovery and realization..

8.6 Recourse for Damages Payable by Vendors

In the event that Damages become payable by any one or more Vendors (each such Vendor, an “ Indemnifying Vendor ”) pursuant to Section 8.1(1) (taking into account the limitations set forth in Sections 8.3 and 8.4), Purchaser will:

• (i) first exercise its right to have Escrowed Shares attributable to such Indemnifying Vendor(s) (the value of which shall be calculated based on the Purchaser Share Issue Price) released to it for cancellation (in which case the Vendors' Representative and Purchaser shall send a joint written notice to the Escrow Agent directing it to release to the Purchaser from escrow a specified number of Purchaser Shares attributable to the particular Indemnifying Vendor(s) (on the basis of the Damages owing by each such Indemnifying Vendor and the value of such Indemnifying Vendor’s shares calculated as set out above)), then

• (ii) second, to the extent that the Damages payable to Purchaser by a particular Indemnifying Vendor exceed the amount of the Escrowed Shares attributable to such Indemnifying Vendor which remain in

(58)

escrow, each Cash Earn-Out attributable to such Indemnifying Vendor at any Milestone Payment Date pursuant to Section 2.4(1)(b) shall be decreased dollar-for-dollar by any Damages owing by such Indemnifying Vendor not previously deducted from a Milestone Payment; provided however , if the Cash Earn-Out attributable to such Indemnifying Vendor at a Milestone Payment Date is to be reduced by more than the Cash Earn-Out attributable to such Indemnifying Vendor at such Milestone Payment Date pursuant to the foregoing, the excess reduction above such amount shall reduce the Share Earn-Out payable to such Indemnifying Vendor for such Milestone Payment Date pursuant to Section 2.4(1)(c) with any excess reduction above such amount, to the extent not satisfied by (iii) below, being carried forward to any subsequent Milestone Payment Date (if any), which excess reduction and any new Damages shall again be subject to this Section 8.6(ii), then

• (iii) third, to the extent that the Damages payable to Purchaser exceed the value of the Escrowed Shares (calculated based on the Purchaser Share Issue Price) released to Purchaser pursuant to clause (i) and the amount set off pursuant to clause (ii), seek such excess from the particular Indemnifying Vendor directly, on a several and proportionate basis.

8.7 Notification

• (1) Promptly upon obtaining knowledge thereof, the Indemnified Party shall notify the Indemnifying Party of any cause which the Indemnified Party has determined has given or could give rise to a claim for indemnification under this Article 8 (an “ Indemnification Notice ”).

• (2) Upon receipt of an Indemnification Notice by an Indemnifying Party, the provisions of Section 8.9 will apply to any Third Party Claim and the provisions of Section 8.8 will apply to any Direct Claim.

• (3) The omission to so notify the Indemnifying Party does not relieve the Indemnifying Party from any duty to indemnify and hold harmless which otherwise might exist with respect to such cause unless the notification occurs after the expiration of the applicable time limit, if any, as set out in Section 8.3 or (and only to the extent that) the omission to so notify materially prejudices the ability of the Indemnifying Party to exercise its right to defend provided in Section 8.9.

8.8 Direct Claims

• (1) Following receipt of Indemnification Notice pursuant to Section 8.7(1) relating to a Direct Claim, the Indemnifying Party has 60 days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnifying Party may reasonably request.

(59)

• (2) If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute to the Indemnified Party within the 60-day period specified in Section 8.8(1). The dispute notice will describe in reasonable detail the nature of the Indemnifying Party’s dispute. During the 30-day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Party fail to resolve the dispute within that 30-day time period, the Indemnified Party is free to pursue all rights and remedies available to it, subject only to this Agreement. If the Indemnifying Party fails to respond in writing to the Direct Claim within the 60-day period specified in Section 8.8(1), the Indemnifying Party is deemed to have agreed to the validity and amount of the Direct Claim and shall promptly pay in full the amount of the Direct Claim to the Indemnified Party.

8.9 Defence of Third Party Claim

• (1) After receipt of the Indemnified Party’s Indemnification Notice pursuant to Section 8.7(1) relating to a Third Party Claim and upon giving notice to the Indemnified Party within not more than 30 days of such receipt (or sooner if the nature of the Third Party Claim so requires and if so specified in the Indemnification Notice), the Indemnifying Party has the right to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:

• (a) the Indemnified Party has at all times the right to fully participate in the defence at its own cost and expense (provided, however, that the Indemnifying Party reimburses to the Indemnified Party all defence costs and expenses of the Indemnified Party before the date the Indemnifying Party validly exercises its right to defend the Third Party Claim);

• (b) the Third Party Claim does not relate to Taxes or Tax attributes of the Indemnified Party;

• (c) the Third Party Claim is not likely to create a precedent materially adverse to the interests of the Indemnified Party;

• (d) the Third Party Claim seeks only monetary damages and does not seek any injunctive or other relief against the Indemnified Party;

• (e) the Indemnifying Party unconditionally acknowledges in writing that it will indemnify and hold the Indemnified Party harmless with respect to the Third Party Claim; and

• (f) legal counsel chosen by the Indemnifying Party is satisfactory to the Indemnified Party, acting reasonably.

The Indemnifying Party shall pay all amounts payable pursuant to a Third Party Claim in accordance with the terms of the settlement or final non-appealable judgment.

(60)

• (2) From the time the Indemnified Party receives notice of the Third Party Claim, the Indemnified Person shall use reasonable efforts to protect their rights and the rights of the Indemnifying Party in respect of such Third Party Claim.

• (3) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), unless:

• (a) the terms of the compromise and settlement require only the payment of money and do not require the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the third Person making the Third Party Claim or waive any rights that the Indemnified Party may have against such third Person making the Third Party Claim; and

• (b) the Indemnified Party receives, as part of the compromise and settlement, a legally binding and enforceable unconditional release, which is in form and substance satisfactory to the Indemnified Party, acting reasonably, from any and all obligations or liabilities it may have with respect to the Third Party Claim.

• (4) If the Indemnifying Party fails to give notice of its intention to participate in the Third Party Claim in accordance with Section 8.9(1), then the Indemnifying Party will be deemed to have waived its right to participate in the Third Party Claim and the Indemnified Party will have the right (but not the obligation) to undertake the defence of the Third Party Claim and compromise and settle the Third Party Claim on behalf, for the account and at the risk and expense of the Indemnifying Party.

• (5) If the Indemnifying Party participates in the defence of a Third Party Claim, then the Indemnified Party shall use its commercially reasonable efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and participating in the defence of such claim.

• (6) The Indemnified Party shall, at the request of the Indemnifying Party, make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any Third Party Claim, the defence of which it has elected to participate in, and the Indemnified Party shall otherwise cooperate on a timely basis with the Indemnifying Party in the defence of such claim.

• (7) Notwithstanding the foregoing, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third Party Claim, if (i) the Indemnified Party determines, with advice from counsel and in good faith, that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement; (ii) in cases where the Indemnifying Party is also party to the Third Party Claim, the Indemnified Party

(61)

determines, with advice from counsel and in good faith, that joint representation would not be appropriate; or (iii) the Third Party Claim seeks Damages of an amount which is less than the threshold amount provided for in 8.4(1)(a). Notwithstanding the foregoing sentence, the Indemnifying Party will not be bound by any determination resulting from any compromise or settlement effected without its prior written consent (which may not be unreasonably withheld).

8.10 Adjustment to Purchase Price

Any payment made by any Vendor (including amounts released to the Purchaser pursuant to the Escrow Agreement or set off pursuant to Section 8.6(ii)) as an Indemnifying Party pursuant to this Article 8 will constitute a dollar-for-dollar decrease of the Purchase Price and any payment made by Purchaser as an Indemnifying Party pursuant to this Article 8 will constitute a dollar-for-dollar increase of the Purchase Price.

8.11 Exclusive Remedy

The rights and remedies that a Party may have against the other Party for a breach of any representation, warranty, covenant or obligation under this Agreement (other than the payment of the Purchase Price or Milestone Payment), are exclusively governed by this Article 8. To the extent permitted by applicable Law, any further claims and remedies (other than claims for specific performance, injunctive relief or other equitable remedy which do not include claims for monetary damages or in cases of fraud), irrespective of the nature, amount or legal basis, are hereby expressly waived and excluded.

8.12 Mitigation

• (1) Nothing in this Agreement in any way restricts or limits the general obligation pursuant to applicable laws of an Indemnified Party to mitigate any Damages. Any Damages subject to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages. If any Damages can be reduced by any recovery any, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall, at the expense of the Indemnifying Party, take all appropriate and commercially reasonable steps to enforce such recovery, settlement or payment and the amount of any Damages of the Indemnified Party shall be reduced by the amount proceeds actually received by the Indemnified Party in respect thereof (net of any deductible or other costs or expenses of recovery including Taxes and any actual increase in insurance premiums as a result of such claim).

• (2) Any Indemnified Party is not entitled to double recovery for any claim even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations under this Agreement.

(62)

ARTICLE 9 MISCELLANEOUS

9.1 Further Assurances

• (1) From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver, or cause to be executed and delivered, such additional conveyances, transfers and other assurances and take, or cause to be taken, all such action as is reasonably required to effectively transfer the Purchased Shares to Purchaser and carry out the purposes and intent of this Agreement.

• (2) Each of the Parties acknowledge their understanding that the acquisition of the LTIP Options may have adverse tax consequences for the LTIP Option Holders and to the extent relevant tax due from such parties can be legally mitigated and/or deferred the Purchaser confirms that it will agree and sign such documents and/or variations as reasonably requested by the LTIP Option Holders (which do not prejudice the interests of the Purchaser as determined by the Purchaser at its sole discretion) to assist the LTIP Option Holders to mitigate and/or defer relevant Tax otherwise due at the time of Closing.

9.2 Notices

All notices and other communications given pursuant to this Agreement (each a “ Notice ”) will be in writing (regardless of the fact that a specific provision of this Agreement specifies or fails to specify that a particular notice will be in writing) and will be deemed given only if (i) delivered personally, or by same-day courier; (ii) sent by a Canadian or internationally-recognized overnight courier; (iii) by electronic transmission (including fax (where a relevant fax number is set out below) or email); or (iv) mailed by registered mail to the Parties at the addresses set forth below or to such other address as the Party to whom Notice is to be given may have furnished to the other Parties in writing in accordance with this Section 9.2. Any subsequent Notice will 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 deemed not to be changed.

• (a) If to Purchaser, or the Acquired Companies after Closing, at:

Curaleaf Holdings, Inc. OR EMMAC Life Sciences Limited c/o Curaleaf Holdings, Inc. 301 Edgewater Place

Suite 405 Wakefield, MA 01880

Attention: Joseph Bayern Email : [redacted email address]

with a copy to Stikeman Elliott LLP at:

(63)

1155 Rene-Levesque West Montreal, Quebec CANADA H3B 3V2

Attention: Warren Silversmith and Vanessa Coiteux Email: WSilversmith@stikeman.com and VCoiteux@stikeman.com

• (b) If to the Corporation on or before Closing or to a Vendor or the Vendors’ Representative, at:

EMMAC Life Sciences Limited c/o Hill Dickinson LLP The Broadgate Tower, 20 Primrose Street, London EC2A 2EW ENGLAND

Attention: [redacted name] Email: [redacted email address]

with a copy to Norton Rose Fulbright Canada LLP, at:

222 Bay St Suite 3000, Toronto, Ontario M5K 1E7 CANADA

Attention: Walied Soliman Email: walied.soliman@nortonrosefulbright.com Fax: 1 416.216.3930

And to Hill Dickinson LLP at

The Broadgate Tower, 20 Primrose Street, London EC2A 2EW ENGLAND

Attention: Michael Corcoran Email: Michael.Corcoran@hilldickinson.com

A Notice will be deemed to have been delivered and received (i) in the case of personal delivery or same-day courier, on the date of such delivery, except that if the same-day courier

(64)

delivery is made at or after 4:00 p.m. (local time in place of receipt), then the Notice will been deemed to have been delivered and received on the next Business Day; (ii) in the case of a Canadian or internationally-recognized overnight courier in circumstances under which such courier guarantees next Business Day delivery, on the next Business Day after the date when sent; (iii) in the case of a communication by email or other electronic means, on the date the email is received (however, if the time of deemed receipt of any Notice is not before 4:00 p.m. (local time in place of receipt), then the Notice is deemed to have been received on the next Business Day; and (iv) in the case of mailing, on the third Business Day following that on which the envelope containing such communication is posted. 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 or deliver a copy of a Notice to legal counsel does not invalidate any Notice given under this Section 9.2.

9.3 Public Disclosure

No Vendor nor any of the Acquired Companies nor any of their respective representatives will make any public disclosure at any time concerning the matters set forth in this Agreement or the transactions contemplated hereby without the prior written consent of Purchaser, except if required by Law or rules of applicable stock exchanges (including the Exchange), in which case they shall use commercially reasonable efforts to give Purchaser an opportunity to review and comment on any such disclosure in advance of public release. If and when Purchaser desires to make such public disclosure and if reasonably practicable in the circumstances, Purchaser shall use commercially reasonable efforts to give the Vendors’ Representative an opportunity to review and comment on any such disclosure in advance of public release, and Purchaser will accommodate the reasonable requests of the Vendors’ Representative with respect to the content thereof if communicated to Purchaser by the deadline set by Purchaser.

9.4 Confidentiality

Except as required by Law (unless the Law permits non-disclosure of information for confidentiality or other purposes and if such non-disclosure is not permitted, the receiving Party seeking to disclose such information shall notify the other Party and shall seek confidential treatment of such information), or at the request of a relevant tax authority or the NCA, the Purchaser, the Corporation and the Vendors will, and will cause their respective Affiliates to, receive and maintain all information received from the others strictly in confidence and will not, and will cause their Affiliates not to, disclose to any Person or make public or authorize the disclosure of any such information and will not, and will cause their Affiliates not to, use such information for any purpose except for the purpose contemplated by this Agreement unless: (i) the specific information is now or hereafter publicly disclosed other than as a result of breach of this provision; (ii) the specific information was already in the possession of the receiving Party prior to the receipt by it of such information from the other Party; (iii) the specific information is disclosed to the receiving Party by a third Person having no obligation of confidentiality to the disclosing party with regard to the information or; (iv) the specific information is independently generated by the receiving Party without the use and not as a consequence of the disclosure by the other Party. If this Agreement is terminated, each Party must immediately return all confidential information that was furnished to it to the disclosing

(65)

Party of such information, without retaining any copy thereof. If Closing occurs, then the obligations of confidentiality of Purchaser with respect to information of the Corporation will terminate, and Vendors and their Affiliates shall thereafter hold such information in confidence in accordance with the terms of this Section 9.4 other than pursuant to paragraph (ii) above.

9.5 Third Party Beneficiaries

Except as otherwise provided in Article 8, this Agreement will not benefit or create any right, stipulation for the benefit of, delegation open for acceptance by, or cause of action in favour of, any Person, other than the Parties and their respective successors and permitted assigns. No Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum except for the Purchaser’s Indemnified Persons who may rely on the provisions of this Agreement solely for the purposes of Section 8.1(1) and the Vendor’s Indemnified Person who may rely on the provisions of this Agreement solely for the purposes of Section 8.2.

9.6 Expenses

Purchaser shall pay for its own fees and expenses, Vendors shall pay for their own fees and expenses and the Corporation shall pay for the fees and expenses and the fees and expenses of the Acquired Companies which are, in each case, incurred in connection with the negotiation, preparation, execution and performance of this Agreement, the transactions and the agreements contemplated by them, including the fees and expenses of legal counsel, investment advisers and accountants.

9.7 Appointment of Vendors’ Representative

• (1) In order to administer efficiently the determination of certain matters under this Agreement, each Vendor grants to [redacted name], or any successor thereto appointed by Vendors representing a majority of the Purchased Shares on the Closing Date with the prior written consent of Purchaser, its respective irrevocable mandate to act as each such Vendors’ Representative with respect to all matters under this Agreement (the “ Vendors’ Representative ”).

• (2) Without limiting the generality of the foregoing, the Vendors’ Representative has full power and authority to make all decisions and take all actions relating to Vendors’ respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to consent to any amendment or modification hereto, to seek indemnification on behalf of Vendors and to defend against indemnification claims of Purchaser. All decisions and actions taken by the Vendors’ Representative are binding upon all Vendors, and no Vendor has the right to object, dissent, protest or otherwise contest the same.

• (3) Purchaser is entitled to deal only with and, rely on decisions made by, the Vendors’ Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of

(66)

termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to consent to any amendment or modification hereto, to seek indemnification against Vendors or any one of them and to defend against indemnification claims of Vendors.

• (4) All references in this Agreement to decisions and actions to be taken by Vendors or any one of them, as the case may be, are deemed taken by Vendors or any one of them, as the case may be, if such decisions or actions are taken by the Vendors’ Representative. All references in this Agreement to decisions and actions to be taken by Purchaser and directed to Vendors or any one of them, as the case may be, are deemed directed to Vendors or any one of them, as the case may be, if such decisions or actions are directed by Purchaser to the Vendors’ Representative.

• (5) In no event will Purchaser be held responsible or liable for the application or allocation of any monies paid to the Vendors’ Representative by Purchaser, and Purchaser will be entitled to rely upon any notice provided to Purchaser by the Vendors’ Representative or action taken by the Vendors’ Representative acting within the scope of his authority set out in this Agreement.

• (6) Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, consent to amendments or modifications, indemnification claim or indemnification defence will be ineffective by reason only of it having been made or given to or by a Vendor directly if each of Purchaser and such Vendor consent by virtue of not objecting to such dealings without the intermediary of the Vendors’ Representative.

9.8 Amendments

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each Party (provided, however, that the Vendors’ Representative may sign such written agreement on behalf of all of the Vendors).

9.9 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) or be deemed to be a waiver with respect to any other future instance involving the same provisions . No waiver will be binding unless executed in writing 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 further exercise of that right or the exercise of any other right it may have.

9.10 Non-Merger

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties will not merge on and will survive Closing. Notwithstanding Closing or any investigation made by or on behalf of any Party, the covenants, representations and warranties will continue in full force and effect. Closing will not prejudice any right of one

(67)

Party against any other Party in respect of anything done or omitted under this Agreement or in respect of any right to Damages or other remedies.

9.11 Entire Agreement

This Agreement constitutes the entire agreement among the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations, correspondence and discussions, whether oral or written, of the Parties including the provisions of the term sheet dated February 23, 2021 executed by the Corporation and the Purchaser. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, conventional, legal or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. 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.

9.12 Successors and Assigns

• (1) This Agreement is binding upon and enures to the benefit of the Parties and their respective successors, heirs, liquidators, executors, administrators and permitted assigns.

• (2) Except as otherwise provided in this Section 9.12, neither this Agreement nor any of the rights or obligations under this Agreement may be assigned, transferred or delegated, by any of the Parties without the prior written consent of the other Parties. Any purported assignment, transfer or delegation without such written consent will be null and void and of no effect.

• (3) Notwithstanding Section 9.12(2), Purchaser may, upon giving at least three Business Days prior written notice to the Vendors’ Representative, assign, transfer or delegate, as applicable, (i) this Agreement and any of its rights and obligations under this Agreement, in whole or in part, to an Affiliate, or (ii) its right to buy not more than 49% of the Purchased Shares pursuant to the terms of this Agreement to any other Person (it being acknowledged that such other Person shall be required to pay its share of the Purchase Price in either (i) entirely in cash rather than paying any portion in Purchaser Shares or (ii) in the same proportion of cash and Purchaser Shares that the Vendors would have otherwise received without such assignment if such Purchaser Shares to be received are fungible with the Purchaser Shares the vendors would have otherwise received), in each case without the prior written consent of the Vendors’ Representative or the Corporation, and provided that in each case, Purchaser will not, by reason of any such assignment, transfer or delegation, be released from its obligations under this Agreement unless it obtains the prior written consent of the other Parties.

9.13 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision or part thereof will be severed from this Agreement and

(68)

the remaining part of such provision and all other provisions will continue in full force and effect.

9.14 Governing Law

• (1) This Agreement is governed by, and will be interpreted and enforced in accordance with the Laws of Ontario.

• (2) The Parties agree that the courts of the Province of Ontario will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising out of or relating directly or indirectly to this Agreement (other than a dispute relating to the adjustment of the Purchase Price which will be resolved in accordance with Section 2.3.3) and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens .

9.15 Electronic Delivery

This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “ Electronic Delivery ”), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party or to any such agreement or instrument, each other Party or thereto will re-execute original forms thereof and deliver them to all other Parties. No Party or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever, irrevocably waives any such defense, except to the extent such defense related to lack of authenticity.

9.16 Counterparts

This Agreement may be executed and delivered in any number of counterparts (including by facsimile, email or other electronic means), each of which is deemed to be an original, and such counterparts together constitute one and the same agreement.

[ Signature page(s) follow(s) ]

(69)

CURALEAF HOLDINGS, INC.

By: (s) Joseph D. Bayern Name: Joseph D. Bayern Title: Chief Executive Officer

(70)

EXHIBIT A

Signing Vendors

[Exhibit Omitted.]

(71)

EXHIBIT B

Non-Signing Vendors [Exhibit Omitted.]

(72)

EXHIBIT C

Subsidiaries

Attached.

(73)

	Name of Entity	Form of Entity	Jurisdiction of incorporation	Equity Interests Issued	Authorized Equity Interests	Shareholders
1.	EMMAC Life Sciences Limited	Private Limited Company	England	[redacted]	[redacted]	Please refer to a copy of the capitalisation table of EMMAC as set out in Schedule 2.1
2.	Rokshaw Limited	Private Limited Company	England	[redacted]	[redacted]	EMMAC U.K. Limited (100%)
3.	EMMAC U.K. Limited	Private Limited Company	England	[redacted]	[redacted]	EMMAC Life Sciences Limited(100%)
4.	Novel Drinks Europe Limited	Private Limited Company	England	[redacted]	[redacted]	EMMAC Life Sciences Limited(100%)
5.	EMMAC Deutschland GmbH	Limited liability company (Gesellschaft mit beschränkter Haftung)	Germany	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
6.	Adven GmbH	Limited liability company (Gesellschaft mit beschränkter Haftung)	Germany	[redacted]	[redacted]	EMMAC Deutschland GmbH (100%)
7.	EMMAC Wellness GmbH	Limited liability company (Gesellschaft mit beschränkter Haftung)	Germany	[redacted]	[redacted]	EMMAC Deutschland GmbH (100%)
8.	EMMAC Italia S.r.l.	Società a responsabilità limitata	Italy	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)

	Name of Entity	Form of Entity	Jurisdiction of incorporation	Equity Interests Issued	Authorized Equity Interests	Shareholders
9.	Fontana S.r.l.	Società a responsabilità limitata	Italy	[redacted]	[redacted]	EMMAC Italia S.r.l. (holding 50 per cent. of the issued share capital) [redacted name] (holding 50 per cent. of the issued share capital)
10.	EMMAC Malta Holdings Limited	A private exempt single member company	Malta	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
11.	EMMAC Malta Limited	A private exempt single member company	Malta	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
12.	EMMAC Technology (Malta) Limited	A private exempt single member company	Malta	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
13.	EMMAC Portugal Unipessoal Lda	A sole- shareholder limited company by quotas, “sociedade unipessoal por quotas”	Portugal	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
14.	Terra Verde LDA	Limited company by quotas – “Limitada” or	Portugal	[redacted]	[redacted]	EMMAC Portugal Unipessoal Lda (€4,998, representing 99.96%) EMMAC Life Sciences

	Name of Entity	Form of Entity	Jurisdiction of incorporation	Equity Interests Issued	Authorized Equity Interests	Shareholders
		Lda company “sociedade commercial por quotas”				Limited (€2, representing 0.04%)
15.	EMMAC Suisse Sarl	Société à responsabilité limitée(Swiss)	Switzerland	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
16.	EMMAC Research Sarl	Société à responsabilité limitée(Swiss)	Switzerland	[redacted]	[redacted]	EMMAC Life Sciences Limited (100%)
17.	EMMAC Life Sciences España S.L.	Sociedad Limitada	Spain	[redacted]	[redacted]	EMMAC Life Sciences Limited(100%)
18.	MEDALCHEMY, S.L.	Sociedad Limitada	Spain	[redacted]	[redacted]	EMMAC Life Sciences España S.L. (97.5%) and set out below is a list of minority interests of 2.5% in aggregate: • [redacted name]: (0.24%) • [redacted name]: (0.24%) • [redacted name], [redacted name], [redacted name], [redacted name] (0.12%) • [redacted name] (0.12%) • [redacted name] (0.24%)

	Name of Entity	Form of Entity	Jurisdiction of incorporation	Equity Interests Issued	Authorized Equity Interests	Shareholders
						• [redacted name] (0.12%) • [redacted name] (0.12%) • [redacted name] (0.24%) • [redacted name] (0.12%) • [redacted name] (0.12%) • [redacted name] (0.23%) • [redacted name] (0.12%) • [redacted name] (0.06%) • [redacted name] (0.03%) • [redacted name] (0.03%) • [redacted name] (0.23%) • [redacted name] (0.12%)
19.	EMMAC Group Limited	Private limited company	Guernsey	[redacted]	[redacted]	EMMAC Life Sciences Limited(100%)

EXHIBIT D

Sample Calculation of Working Capital

[Exhibit Omitted.]

(74)

EXHIBIT E

Form of Non-Competition and Confidentiality Agreement

Attached.

(75)

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Non-competition and non-solicitation agreement dated March  , 2021 among Curaleaf Holdings, Inc. , a corporation incorporated under the laws of British Columbia (" Purchaser "), EMMAC Life Sciences Limited, a corporation incorporated under the laws of England and Wales (the " Corporation ") and  (" Covenantor ").

RECITALS:

• (a) Purchaser has agreed to purchase all of the issued and outstanding shares of the Corporation pursuant to a share purchase agreement dated as of March  , 2021 (the " Purchase Agreement ") among Purchaser, Corporation, Covenantor and Signing Vendors (as defined in the Purchase Agreement).

• (b) Covenantor acknowledges that, by virtue of being a shareholder of Corporation, it will derive substantial benefit from the transactions contemplated in the Purchase Agreement.

• (c) It is a condition of the closing of the transactions contemplated by the Purchase Agreement that Covenantor execute and deliver this Agreement.

In consideration of the above and for other good and valuable consideration, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

• (a) "Affiliate " means, in relation to a Person that is not an individual, any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person.

• (b) " Agreement " means this non-competition and non-solicitation agreement, as it may from time to time be amended, restated, replaced, supplemented or novated.

• (c) " Business " means the business conducted by the Corporation and its subsidiaries on the date hereof, namely the business of (i) cultivation and harvesting of medicinal cannabis; (ii) extraction and manufacturing of medicinal cannabis; (iii) distribution of medicinal cannabis products; (iv) marketing and education around medicinal cannabis; (v) research and product development in relation to medicinal cannabis; (vi) clinical trials in relation to medicinal cannabis; and (vii) the commercialisation of wellness products made from hemp or cannabis extracts.

112966083

• (d) " Business Day " means any day of the year, other than a Saturday, Sunday or any day on which Canadian, American or English banks are generally closed for business.

• (e) " Control " means (and any derivatives thereof, including “Controlled”) (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity (A) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (B) the ownership of other interests or the holding of a position (such as trustee) entitling the holder to exercise control and direction over the activities of such Person.

• (f) " Corporation " has the meaning specified in the Preamble.

• (g) " Covenantor " has the meaning specified in the Preamble.

• (h) " Customers " means all Persons who are at this date or were at any time during the one (1) year period prior to the date hereof customers of the Business.

• (i) " Indemnified Party " has the meaning specified in Section 2.8.

• (j) " Notice " has the meaning specified in Section 3.1.

• (k) " Parties " means Purchaser, Corporation, Covenantor, and subject to Section 3.8, any other Person who becomes a party to this Agreement.

• (l) " Person " is to be interpreted broadly and includes an individual, partnership, corporation, company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns are to have a similarly extended meaning.

• (m) " Prospective Customers " means all Persons canvassed or solicited at any time during the 6-month period prior to the date hereof in connection with the Business.

• (n) " Purchase Agreement " has the meaning specified in the Recitals.

• (o) " Purchaser " has the meaning specified in the Preamble.

• (p) " Suppliers " means all Persons who are at this date or were at any time during the one (1) year period prior to the date hereof suppliers of the Business.

• 2 -

112966083

• (q) " Term " has the meaning specified in Section 2.1.

• (r) " Territory " means France, Germany, Italy, Malta, Portugal, Spain, Switzerland, and the United Kingdom.

1.2 Other Interpretation Matters

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

• (b) The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement.

• (c) The expression "Section" and other subdivision followed by a number, mean and refer to the specified Section or other subdivision of this Agreement.

• (d) The recitals to this Agreement are an integral part of this Agreement.

• (e) In this Agreement the words "including", "includes" and "include" and any derivatives of such words mean "including (or includes or include) without limitation". In this Agreement, the phrase, "in any capacity whatsoever" means "in any capacity whatsoever, including as an employer, employee, principal, director, officer, agent, mandatary creditor, joint venturer, partner, shareholder or other equity holder, independent contractor, distributor, advisor, consultant, supplier or trustee, or by and through any Person or otherwise".

1.3 Legal Representation; No Presumption Against Party that Stipulated the Obligation

Each Party acknowledges that such Party has been represented by counsel in connection with the negotiation and execution of this Agreement and related matters, and that the terms of this Agreement and related matters have been negotiated by it. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that stipulated the obligation has no application and any such right is expressly waived by the Parties.

ARTICLE 2

NON-COMPETITION AND NON-SOLICITATION

2.1 Term of Agreement

The term of this Agreement starts on the date hereof and ends on the 5[th] anniversary of this Agreement (the " Term "). Section 2.8 of this Agreement survives the expiration or other termination of this Agreement.

2.2 Non-Competition

• 3 -

112966083

During the Term, Covenantor shall not and shall cause its Affiliates not to, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever, carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in, any endeavour, activity or business in all or part of the Territory which is in competition, in whole or in part, with the Business.

2.3 Non-Solicitation of Customers

During the Term, Covenantor shall not and shall cause its Affiliates not to, on its own behalf or on behalf of, or in connection with, any other Person, directly or indirectly, in any capacity whatsoever:

• (a) canvass or solicit the business of, or procure or assist the canvassing or soliciting of the business of, any Supplier, any Customer or any Prospective Customer, for any purpose which is in competition, in whole or in part, with the Business;

• (b) accept any business from any Customer or Prospective Customer for any purpose which is in competition, in whole or in part, with the Business in all or part of the Territory; or

• (c) supply any goods or services to any Customer, for any purpose which is in competition, in whole or in part, with the Business in all or part of the Territory.

2.4 Non-Solicitation of Employees

During the Term, Covenantor shall not and shall cause its Affiliates not to, on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever:

• (a) employ, offer employment to or solicit the employment of or otherwise entice away from the employment of Corporation any individual who is employed by Corporation whether or not such individual would commit any breach of his contract or terms of employment by leaving the employ of Corporation;

• (b) employ, offer employment to or solicit the employment or engagement of any individual who ceases to be employed by Corporation within 6 months prior to such employment, offer of employment, solicitation or engagement; or

• (c) procure or assist any Person to employ, offer employment or solicit the employment or engagement of or otherwise entice away from the employment of Corporation any such individual,

provided that nothing in this Section 2.4 shall prohibit the Covenantor from making general solicitation advertisements that are not targeted at any employee of the Purchaser or the

• 4 -

112966083

Corporation and from hiring any such employee that responds to a general solicitation advertisement or whose employment has been terminated by the Purchaser or the Corporation.

2.5 Non-Interference

During the Term, Covenantor shall not and shall cause its Affiliates not to, on its own behalf or on behalf of, or in connection with, any other Person, directly or indirectly, in any capacity whatsoever, interfere or attempt to interfere with the Business or persuade or attempt to persuade any Customer, Prospective Customer, Supplier or employee of Corporation to discontinue or alter in an adverse manner such Person's relationship with Corporation.

2.6 Exceptions

Covenantor is not in default under this Agreement by virtue of it or any of its Affiliates:

• (a) holding securities (regardless of percentage) in Purchaser;

• (b) holding as a passive investor not more than five percent (including securities held by any Persons acting jointly or in concert with Covenantor) of the issued and outstanding securities of a Person, the securities of which are listed on a recognized stock exchange; and

• (c) [redacted] .

2.7 Non-Disparagement

During the Term, Covenantor shall not, and shall cause its Affiliates not to, on its own behalf or on behalf of, or in connection with, any other Person, directly or indirectly, in any capacity whatsoever, publicly make any disparaging, critical or defamatory statements, written or oral, or cause or encourage others to make any such statements, concerning the Business, harmless Purchaser, Corporation, or any of their Affiliates, or any of their respective directors, officers or employees. Without limiting the generality of the foregoing, Covenantor agrees not to, and shall cause its Affiliates not to, directly or indirectly, take any action that could reasonably be expected to damage the reputation of the Business, harmless Purchaser, Corporation or any of their Affiliates, or any of their respective directors, officers or employees.

2.8 Indemnification

Covenantor shall indemnify and save harmless Purchaser and Corporation and their respective Affiliates, shareholders, directors, officers, employees, agents, mandataries and representatives (each, an " Indemnified Party ") harmless of and from and will pay for any c laim, demand, action, cause of action, judgment, loss, liability, damage or expense suffered by, imposed upon or asserted against the Indemnified Party as a result of or in connection with any violation, contravention or breach of this Agreement by Covenantor .

• 5 -

112966083

2.9 Reasonableness

Covenantor expressly acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defence any issue of reasonableness (including the reasonableness of the Territory or the duration and scope of this Agreement) in any proceeding to enforce any provision of this Agreement, the intention of the Parties being to provide for the legitimate and reasonable protection of the interests of Purchaser by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law.

2.10 Enforcement of Covenants

Covenantor shall, at its own expense, take all lawful actions, including legal proceedings, to prevent or stop any violation, contravention or breach of this Agreement.

2.11 Notification

Covenantor shall immediately notify Purchaser and Corporation of any violation, contravention or breach of this Agreement as soon as it becomes aware of any such event. ARTICLE 3 MISCELLANEOUS

3.1 Notices

All notices and other communications given pursuant to this Agreement (each a " Notice ") must be in writing (regardless of the fact that a specific provision of this Agreement specifies or fails to specify that a particular notice must be in writing) and will be deemed given only if (i) delivered personally, or by same-day courier; (ii) sent by a Canadian or internationally-recognized overnight courier; or (iii) by electronic transmission (including fax (where a relevant fax number is set out below) or email); or (iv) mailed by registered mail to the Parties at the addresses set forth below or to such other address as the Party to whom Notice is to be given may have furnished to the other Parties in writing in accordance with this Section 3.1. 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 deemed not to be changed:

• (a) If to Purchaser or the Corporation at:

Curaleaf Holdings, Inc. OR EMMAC Life Sciences Limited c/o Curaleaf Holdings, Inc. 301 Edgewater Place Suite 405 Wakefield, MA 01880

Attention: Joseph Bayern Email : Joe.Bayern@curaleaf.com

• 6 -

112966083

with a copy to Stikeman Elliott LLP at: 1155 Rene-Levesque West Montreal, Quebec CANADA H3B 3V2 Attention: Warren Silversmith and Vanessa Coiteux Email: WSilversmith@stikeman.com and VCoiteux@stikeman.com

(b) If to Covenantor, at:

 Attention: Email:

with a copy to Norton Rose Fulbright Canada LLP, at:

222 Bay St Suite 3000, Toronto, Ontario M5K 1E7 CANADA Attention: Walied Soliman Email: walied.soliman@nortonrosefulbright.com Fax: 1 416.216.3930

And to Hill Dickinson LLP at

The Broadgate Tower, 20 Primrose Street, London EC2A 2EW ENGLAND

Attention: Michael Corcoran Email: Michael.Corcoran@hilldickinson.com

A Notice will be deemed to have been delivered and received (i) in the case of personal delivery or same-day courier, on the date of such delivery, except that if the sameday courier delivery is made at or after 4:00 p.m. (local time in place of receipt), then the Notice will be deemed to have been delivered and received on the next Business Day, (ii) in the case of a Canadian or internationally-recognized overnight courier in circumstances under which such courier guarantees next Business Day delivery, on the next Business Day after the date when sent, and (iii) in the case of a communication by email or other electronic means, on the date the email is received (however, if the time of deemed receipt of any Notice is not before 4:00 p.m. (local time in place of receipt), then the Notice is deemed to

• 7 -

112966083

have been received on the next Business Day; and (iv) in the case of mailing, on the third Business Day following that on which the envelope containing such communication is posted. 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 or deliver a copy of a Notice to legal counsel does not invalidate any Notice given under this Section 3.1.

3.2 Remedies

In the event of a violation, contravention, breach or threatened breach of this Agreement by Covenantor or its Affiliates, Purchaser is entitled to both temporary and permanent injunctive relief. The right of Purchaser to injunctive relief is in addition to any and all other remedies available to it and will not prevent it from pursuing, either consecutively or concurrently, any and all other remedies available to it including the recovery of monetary damages.

3.3 Third Party Beneficiaries

Except as provided in Section 2.8, the Parties intend that this Agreement will not benefit or create any right, stipulation for the benefit of, delegation open for acceptance by, or cause of action in favour of, any Person, other than the Parties and their respective successors and permitted assigns. No Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum except for an Indemnified Party who may rely on the provisions of this Agreement solely for the purposes of Section 2.8.

3.4 Amendment

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed each Party.

3.5 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) or be deemed to be a waiver with respect to any other future instance involving the same provisions. No waiver will be binding unless executed in writing 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.

3.6 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the non-competition and non-solicitation covenants of Covenantor in its capacity as Vendor under the Purchase Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in such connection.

• 8 -

112966083

There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, conventional, legal or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.

3.7 Successors and Assigns

This Agreement is binding upon and enures to the benefit of the Parties and their respective successors, heirs , liquidators, administrators and permitted assigns. Covenantor is executing this Agreement for the benefit of Purchaser and Corporation and each of which shall have the right to enforce all of the terms of this Agreement.

3.8 Assignment

Neither this Agreement nor any of the rights or obligations under this Agreement may be assigned, transferred or delegated by any Party without the prior written consent of the other Parties, which consent cannot be unreasonably withheld, delayed or conditioned. Any purported assignment, transfer or delegation without such written consent will be null and void and of no effect; provided, however, Purchaser and Corporation may assign, transfer or delegate, as applicable, this Agreement or any of its rights and obligations under this Agreement, in whole or in part, without the prior written consent of Covenantor, to (i) any of its Affiliates, (ii) any Person that acquires all or substantially all of the assets of such entity or acquires Control of such entity, whether any such transaction is structured as a sale of shares, a sale of assets, an amalgamation or otherwise, and (iii) any provider of debt financing to it or any of its Affiliates.

3.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision or part thereof will be severed from this Agreement and the remaining part of such provision and all other provisions will continue in full force and effect.

3.10 Governing Law

T h is Agreement is governed by, and will be interpreted and enforced in accordance with the Laws of Ontario. The Parties agree that the courts of the Province of Ontario will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising out of or relating directly or indirectly to this Agreement and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens .

3.11 Counterparts

This Agreement may be executed and delivered in any number of counterparts (including by email or other electronic means), each of which is deemed to be an original, and such counterparts together constitute one and the same agreement.

• 9 -

112966083

[Signature page follows]

• 10 -

112966083

The Parties have signed this Non-Competition and Non-Solicitation Agreement as of the date first written above.

CURALEAF HOLDINGS, INC.

By:

Name: Title:

EMMAC LIFE SCIENCES LIMITED

By:

Name: Title:  By:

Name: Title:

• 11 -

Signature Page to Non-Competition and Non-Solicitation Agreement

112966083

EXHIBIT F

Form of Lock-Up Agreement

Attached.

(76)

Erreur ! Nom de propriété de document inconnu.

FORM OF LOCK-UP AGREEMENT

______, 2021

Re: Lock-up Agreement

Dear Sirs/Mesdames:

1. Reference is made to the Share Purchase Agreement dated as of March 9, 2021 (the “ Agreement ”), by and among, inter alia , Curaleaf Holdings, Inc. (“ Curaleaf ”), EMMAC Life Sciences Limited (“ Company ”) and the undersigned.

2. Capitalized terms used herein without being defined have the meanings ascribed thereto in the Agreement, unless indicated otherwise.

3. Pursuant to the Agreement, Curaleaf acquired the issued and outstanding shares in the capital of the Company.

4. In consideration for the transactions pursuant to the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees that during the period commencing on Closing and ending on December 31, 2024 (as reduced below as it applies to certain of the undersigned's securities, the “ Lock-up Period ”), the undersigned will not, without the prior written consent of Curaleaf, such consent not to be unreasonably withheld, delayed or conditioned, directly or indirectly, offer or sell, agree to offer or sell, or enter into an arrangement to offer or sell or otherwise transfer or dispose of any of the securities of Curaleaf acquired pursuant to the Agreement (collectively, the “ Undersigned’s Securities ”) or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Undersigned’s Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Curaleaf, securities of another Person, cash or otherwise) or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing; provided that:

5. a. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

6. b. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

7. c. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

8. d. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

9. e. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

10. f. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

11. g. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

12. h. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

112916129

• i. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• j. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• k. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• l. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• m. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• n. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• o. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ;

• p. 5% of Undersigned’s Securities shall be released from the lock-up restrictions provided in this section 4 on __ ; and

• q. any remaining Undersigned Securities shall be released from the lock-up restrictions provided in this section 4 on December 31, 2014.

• The lock-up restrictions provided in section 4 shall not apply to (a) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, partnership, trust, account (including registered savings accounts such as an RRSP, IRA or similar account), or other entity controlled by or maintained for the benefit of the undersigned, any family members of the undersigned, or for charitable purposes, (b) transfers as a distribution to limited partners, members or shareholders of the undersigned, as the case may be, (c) by way of pledge or security interest for bona fide debt; provided, in each of (a), (b), and (c) that any such transferee or pledgee (other than a charitable donee) shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the Lock-up Period, as applicable or (d) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacity of the undersigned and (e) transfers or other dispositions made pursuant to a bona fide take-over bid made to all holders of Subordinate Voting Shares of Curaleaf or similar acquisition, merger, arrangement or business combination transaction, provided that in the event that the take-over or similar acquisition, merger, arrangement or business combination transaction is not completed, any Undersigned Securities shall remain subject to the restrictions contained in this agreement.

• The undersigned understands that notwithstanding any release of the lockup restrictions under section 4 above, the Undersigned’s Securities remain subject to a statutory hold period and cannot be sold, transferred or otherwise disposed of, unless otherwise permitted under Canadian securities laws, for a period commencing on the date hereof and ending on the date that is four (4) months after such date.

• Curaleaf represents that each holder of 10% or more of the issued and outstanding voting shares of Curaleaf (on an as-converted basis) as of the date hereof (each a “ 10% Holder ” and, collectively, the “ 10% Holders ”) have executed lock-up agreements (the “ Existing Lock-Up Agreements ”) on substantially the same terms as those set forth in this Lock-Up Agreement. If any Subordinate Voting Shares of any of the 10% Holders are released from the lockup provided in the Existing Lock-Up Agreements earlier than on the schedule provided therein, then the

112916129

same percentage of Undersigned’s Securities held by the undersigned will be released from the lock-up provided herein at the same time. For illustrative purposes, if 20% of the Subordinate Voting Shares owned by a 10% Holder are released from the lockup provided in the Existing Lock-Up Agreement relating to such 10% Holder, then 20% of the Undersigned’s Securities will be released from the lock-up provided herein at the same time. If an Existing Lock-Up Agreements is otherwise modified (by waiver, amendment or otherwise) in a way that is more favorable to any of the 10% Holders as compared to the undersigned, then this Lock-Up Agreement shall be automatically and without further action be deemed similarly modified so that the undersigned benefits from such more favorable provisions, and Curaleaf shall promptly notify the undersigned of such modification.

1. If the Subordinate Voting Shares (or securities convertible into Subordinate Voting Shares) of Curaleaf are listed on a U.S. stock exchange (other than over-the-counter markets) during the Lock-Up Period, then one-third of the number of the Undersigned’s Securities that remain subject to the restrictions set forth in section 4 immediately prior to the date on which the Subordinate Voting Shares are listed on such exchange (the “ Listing Date ”) shall be released from such restrictions upon the opening of trading on such exchange on each of (i) the Listing Date, (ii) the date that is 90 days after the Listing Date, and (iii) the date that is 180 days after the Listing Date.

2. If for the first time hereafter the average worldwide (i.e., on all recognized exchanges and trading markets in Canada, the United States or elsewhere, which, for the avoidance of any doubt, includes the OTCQX over-the-counter market) daily trading volume of the Subordinate Voting Shares during any period of ten (10) consecutive trading days is in excess of 1.25% of the number of Subordinate Voting Shares outstanding on the first trading day of such period (the “ Liquidity Threshold ”), Curaleaf shall promptly (and in any event within five Business Days thereafter) provide written notice to the Vendors’ Representative that the Liquidity Threshold has been satisfied and then one-third of the number of the Undersigned’s Securities that remain subject to the restrictions set forth in section 4 immediately prior to the date on which notification is provided (the “ Liquidity Threshold Notification Date ”) shall be released from such restrictions upon the opening of trading on the principal exchange or trading market for the Subordinate Voting Shares on each of (i) the Liquidity Threshold Notification Date, (ii) the date that is 90 days after the Liquidity Threshold Notification Date and (iii) the date that is 180 days after the Liquidity Threshold Notification Date; provided, however, that, if the Liquidity Threshold is not satisfied during the period of ten (10) consecutive trading days ending on the second trading day prior to a date on which such release is scheduled to occur pursuant to the foregoing clause (i) or clause (ii) and Curaleaf notifies the Vendors’ Representative thereof by the first trading day prior to such scheduled release date, then the undersigned’s Securities that would otherwise have been released upon such date shall not be released upon such date, but rather will be released following the next period of ten (10) consecutive trading days during which the Liquidity Threshold is satisfied and notification by Curaleaf to the Vendors’ Representative of such satisfaction, which notice the Company shall provide promptly (and in any even within five Business Days) after such satisfaction.

3. For the avoidance of doubt, if more than one of the release provisions set forth in sections 4, 8 or 9 would result in a release of restrictions on the same date, only whichever on such date results in the greatest number of the Undersigned’s Securities being released shall apply on such date.

4. The undersigned understands that Curaleaf is relying upon this lock-up agreement in consummation of the transactions contemplated by the Agreement. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors, and permitted assigns, and shall inure to the benefit of Curaleaf and its legal representatives, successors and permitted assigns.

112916129

1. If, following the date hereof, any change in the outstanding shares of Curaleaf, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur by reason of any reclassification, recapitalization, stock split (including reverse stock split) or subdivision or combination, exchange or readjustment of shares, merger or similar transaction, or any stock dividend or stock distribution with a record date after the Effective Time, the Undersigned's Securities subject to the lock-up restrictions set forth herein and the releases from such restrictions shall be appropriately adjusted to reflect such change and such adjustment shall provide the undersigned with the same economic effect as contemplated by this lock-up agreement prior to such change.

2. The undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof upon the reasonable request of Curaleaf.

3. This agreement is irrevocable and will be binding on the undersigned and its respective successors, assigns, and, if applicable, its heirs and personal representatives, provided however that the undersigned shall not assign this agreement without the prior written consent of Curaleaf.

4. This lock-up agreement shall be governed by the laws of the Province of Ontario and and the federal laws of Canada applicable therein.

5. This agreement will terminate on the earliest of (i) the close of trading on the date that the last Lock-up Period expires or (ii) when the undersigned ceases to hold any of the Undersigned’s Securities.

6. This agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

[signature page follows]

112916129

Yours truly,

NAME OF SECURITY HOLDER:

(Signature of Security holder)

(Signature of Witness)

112916129