Exhibit 10.2

   

  ASSIGNMENT AND ASSUMPTION AGREEMENT

   

  This Assignment and Assumption Agreement, dated
    as of April 11, 2022 (this ‎‎“Agreement”), is made by and among HT INVESTMENTS MA LLC, a Delaware limited
    ‎liability company (the “Seller”), and TILRAY BRANDS, INC., a Delaware corporation (the ‎‎‎‎“Purchaser”),
    and HEXO Corp., an Ontario corporation (the ‎‎‎‎“Borrower”).‎

   

  WHEREAS the Borrower issued a senior
    secured convertible note due 2023, dated May ‎‎27, 2021, to the Seller (the “Original Note”);‎

   

  AND WHEREAS the Seller wishes to assign,
    transfer and sell all of its rights, title and ‎interest under the Original Note to the Purchaser;‎

   

  AND WHEREAS concurrently herewith the
    Borrower, the Seller and the Purchaser have entered into the Transaction Agreement, pursuant to which concurrently with the closing
    of the transactions contemplated hereby, (x) the Original Note will be amended and restated in the form of the note ‎attached
    hereto as Schedule A (the “Amended and Restated Note”), (y) the Borrower shall deliver to the Seller, as consideration
    therefor, such aggregate number of freely tradable and unrestricted shares of common stock of the Borrower (the “Borrower
      Common Stock”) equal to (A) 12% of the outstanding amount of the Senior Secured Convertible Note issued by Borrower to
    Seller immediately prior to the amendment thereof in accordance herewith, divided by (B) $0.54 (as adjusted for stock splits, stock
    dividends, stock combinations, recapitalizations and similar events) (or, if such aggregate number of shares of Borrower Common
    Stock is in excess of 9.99% of the shares of Borrower Common Stock then outstanding, with such excess in the form of a right to
    purchase such Borrower Common Stock) (collectively, the “Fee Securities”) and (z) the Borrower shall have consented
    to the transactions contemplated hereby, including, without limitation, the sale and assignment of all of Seller’s rights,
    title and interest under the Amended and Restated Note and each of the security documents listed in ‎Schedule B (the “Security
      Documents”);

   

  AND WHEREAS the Seller, in its capacity
    as “Secured Party” under the Security Documents ‎‎(in such capacity, the “Resigning Secured Party”),
    at the Effective Time (as defined below), would like to resign in such capacity. At the Effective Time, the ‎Seller, in its
    capacity as the holder of the Original Note, would like to accept such resignation and to appoint the Purchaser ‎as the successor
    Secured Party, in such capacity, the “Successor Secured Party”) and the ‎Purchaser would like to accept
    such appointment. At the Effective Time, the Seller, the ‎Resigning Secured Party and the Successor Secured Party would like
    the Borrower and the other ‎guarantors to acknowledge such resignations and appointments for all purposes of the Original ‎Note,
    Amended and Restated Note, the Security Documents, the Indenture and all other related ‎documents (collectively, the “Note
      Documents”). The Borrower and the other guarantors are ‎willing to so acknowledge such resignations and appointments
    as hereinafter set forth. ‎

   

  AND WHEREAS subject to the satisfaction
    (or waiver), of the conditions set forth in Section 2(b) below, the Seller desires to sell and assign, and the Purchaser desires
    to assume, accept and purchase all of Seller’s rights, title and interest under the Amended and Restated Note and the Security
    Documents;‎

   

  
  
    	 	 	 


  

  
      

  

  
    

  AND WHEREAS, the Purchaser has a currently
    effective shelf registration statement on Form S-3 (Registration Number 333-233703) (the “Registration Statement”),
    which Registration Statement became automatically effective in accordance with the 1933 Act (as defined below).

   

  NOW THEREFORE, in consideration of the
    mutual promises contained herein and other ‎good and valuable consideration, the receipt and sufficiency of which are hereby
    acknowledged, ‎the parties hereto agree as follows:

   

  1.           Defined
    Terms. Capitalized terms used in the introductory paragraphs hereto are‎ herein incorporated
      by reference. Wherever used in this Agreement, the following terms shall ‎have the respective meanings set forth below:‎

   

  (a)          ‎“1933
      Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

   

  (b)          “1934
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

   

  (c)          “Affiliate”
    means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
    control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
    power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
    of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

   

  (d)         
    “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
    any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly managed
    or advised by the Seller’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
    of the Seller or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
    Seller or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Common Stock would or could be aggregated
    with the Seller’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose
    of the foregoing is to subject collectively the Seller and all other Attribution Parties to the Maximum Percentage.

   

  (e)         
    “Business Day” means any day, other than a Saturday, Sunday or statutory holiday on ‎which banks are generally
    closed in Toronto, ‎Ontario, or New York, New York; provided, however,
      for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay
      at home”, “shelter-in-place”, “non-essential employee”  or any other similar orders or restrictions
      or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds
      transfer systems (including for wire transfers) of commercial banks in Toronto, ‎Ontario or the
      City of New York generally are open for use by customers on such day.‎

   

  (f)           ‎“Closing
      Date” shall be the date which is two (2) Trading Days (or such other period as the ‎Purchaser and the Seller shall
    mutually agree) following the satisfaction (or waiver) of all ‎conditions described in Section 2(b).‎

   

  
  
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  (g)          “Convertible
      Securities” means any capital stock or other security of the Purchaser or any of its Subsidiaries that is at any time
    and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles
    the holder thereof to acquire, any capital stock or other security of the Purchaser (including, without limitation, Common Stock)
    or any of its Subsidiaries.

   

  (h)          “Encumbrance”
    means, with respect to any Person, any mortgage, debenture, pledge, ‎hypothec, lien, charge, claim, deed of trust, royalty,
    assignment by way of security, ‎hypothecation, security interest, conditional sales ‎agreement, lease or title retention
    agreement, financing statement or other registration or ‎recording in any public registry system affecting any of such Person’s
    property or assets or any other ‎encumbrance, granted or permitted by such Person or arising by operation of law, in ‎respect
    of any of such Person’s property or assets, or any ‎other security agreement, trust or arrangement having the effect
    of security for the ‎payment of any debt, liability or other obligation, and “Encumbrances” and “Encumbered”
    have corresponding meanings.

   

  (i)           “Equity
      Conditions” means, with respect to a given date of determination: (i) one or more registration statements shall be effective
    and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt,
    any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the issuance of all shares of Common
    Stock to be issued in connection with the event requiring this determination (each, a “Required Minimum Securities Amount”)
    and such shares of Common Stock may be freely resold without restriction pursuant to applicable United States federal, or state
    securities laws; (ii) on each day during the period beginning thirty calendar days prior to the applicable date of determination
    and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”),
    the Common Stock (including all Shares) is listed or designated for quotation (as applicable) on NASDAQ and shall not have been
    suspended from trading on NASDAQ (other than suspensions of not more than two (2) days and occurring prior to the applicable date
    of determination due to business announcements by the Purchaser) nor shall delisting or suspension by NASDAQ have been threatened
    (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing
    periods) or reasonably likely to occur or pending as evidenced by (A) a writing by NASDAQ or (B) the Purchaser falling below the
    minimum listing maintenance requirements of NASDAQ on which the Common Stock is then listed or designated for quotation (as applicable);
    (iii) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without
    violating the rules or regulations of NASDAQ; (iv) the Seller shall not be in possession of any material, non-public information
    provided to any of them by the Purchaser, any of its subsidiaries or any of its affiliates, employees, officers, representatives,
    agents or the like; (v) on the applicable date of determination (A) the applicable Required Minimum Securities Amount of shares
    of Common Stock are available under the certificate of incorporation of the Purchaser and reserved by the Purchaser to be issued,
    in each case, as required pursuant to this Agreement; and (vi) the shares of Common Stock issuable pursuant the event requiring
    the satisfaction of the Equity Conditions are duly authorized and, upon issuance, will be listed and eligible for trading without
    restriction on NASDAQ.

   

  (j)           “Equity
      Conditions Failure” means, with respect to the applicable date of determination, the Equity Conditions have not been
    satisfied (or waived in writing by the Seller).

   

  
  
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  (k)          “Governmental
      Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature,
    federal, provincial, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any
    nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national
    organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police,
    regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise
    owned or controlled by a government or a public international organization or any of the foregoing.

   

  (l)           “Group”
    means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

   

  (m)         “NASDAQ” means The Nasdaq Global Select Market (or any successor thereto).‎

   

  (n)          “Obligors”
    means, collectively, the Borrower, HEXO Operations Inc., HEXO USA Inc., ‎9037136 Canada Inc.‎, Zenabis Real Estate Holdings
    Ltd.‎, Zenabis Annacis Ltd.‎, Zenabis Atholville Ltd.‎, Zenabis Stellarton Ltd.‎, Zenabis Housing Ltd.‎, Zenabis
    IP Holdings Inc.‎, Zenabis Retail Holdings Inc.‎, Zenabis Investments Ltd.‎, Zenabis Operations Ltd.‎, Zenabis
    Ltd.‎, Vida Cannabis (Canada) Ltd.‎, Zenabis Hemp Company Ltd.‎, ‎5048963 Ontario Inc.‎, ‎5054220 Ontario
    Inc.‎, Zenabis Global Inc.‎, Zenabis Ventures Inc.‎, Zen Craft Grow Ltd.‎, ‎48 North Amalco Ltd.‎, Good
    & Green Cannabis Corp.‎, Good & Green Corp.‎, ‎2618351 Ontario Inc.‎, ‎2656751 Ontario Ltd., and DelShen
    Therapeutics Corp.‎

   

  (o)          ‎“Person”
    means and includes individuals, corporations, bodies corporate, limited or ‎general ‎partnerships, joint stock companies,
    limited liability companies, joint ventures, ‎associations, ‎companies, trusts, banks, trust companies, governmental authorities
    or any ‎other type of organization ‎or entity, whether or not a legal entity.‎

   

  (p)         
    “Share Price” means, as of any date of determination, the closing price per share of Common Stock on NASDAQ.‎

   

  (q)         “Subsidiaries”
    means any Person in which the Purchaser, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity
    or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of
    such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

   

  (r)           “Top-Up
      Measuring Price” means the quotient of (i) the sum of the VWAP of the Common Stock for each Trading Day during the forty-four
    (44) Trading Day period (the “Top-Up Measuring Period”) ending, and including, the Trading Day immediately prior
    to the Top-Up Date (as defined below), divided by (ii) forty-four (44). All such determinations to be appropriately adjusted for
    any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such Top-Up Measuring
    Period.

   

  
  
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  (s)          “Trading
      Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,
    any day on which the Common Stock is traded on NASDAQ, or, if NASDAQ is not the principal trading market for the Common Stock,
    then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
    Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
    hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
    if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the
    hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Seller or
    (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York
    Stock Exchange (or any successor thereto) is open for trading of securities.

   

  (t)          
    “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
    NASDAQ (or, if NASDAQ is not the principal trading market for such security, then on the principal securities exchange or securities
    market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m.,
    New York time, as reported by Bloomberg, LP through its “VAP” function (set to 09:30 start time and 16:00 end time)
    or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
    the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m.,
    New York time, as reported by Bloomberg, LP, or, if no dollar volume-weighted average price is reported for such security by Bloomberg,
    LP for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for
    such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
    prices). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security
    on such date shall be the fair market value as mutually determined by the Purchaser and the Seller. All such determinations shall
    be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction
    during such period.

   

  (u)          “Transaction
      Agreement” means the transaction agreement, dated April 11, 2022, between each of the Seller, the Purchaser and the Borrower.

   

  (v)         “Transaction
      Documents” means this Agreement, the Transaction Agreement and the Amended and Restated Note.

   

  2.           ‎Purchase
    and Sale. ‎

   

  (a)          Purchase
      and Sale. Subject to the satisfaction (or waiver) of the conditions to closing in Section 2(b) below, on the Closing Date,
    in exchange for the Purchase Price to be paid in accordance herewith, the Seller shall assign, transfer and sell to the Purchaser
    all of the Seller’s right, ‎title and interest in, to and under: (i) the Amended and Restated Note and (ii) each of the
    ‎Security Documents.‎

   

  (b)          Conditions
      to Closing.

   

  (i)          Conditions
      of Seller. The obligation of the Seller to sell the Amended and Restated Note and assign the Security Documents to Purchaser
    is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
    are for the Seller’s sole benefit and may be waived by the Seller at any time in its sole discretion by providing the Purchaser
    with prior written notice thereof (the “Closing”):

   

  
  
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  A.           Borrower
    shall have duly executed and delivered to Seller the Transaction Agreement.

   

  B.           Borrower
    shall have delivered the freely tradeable and unrestricted Fee Securities to Seller.

   

  C.           On
    the second (2nd) Trading Day immediately prior to the Closing Date, the Purchaser shall have delivered a written notice
    to the Seller, certified by an executive officer of the Purchaser, certifying that (x) if any of the Purchase Price is to be paid
    in Shares (as defined below), no Equity Conditions Failure then exists, (y) the aggregate portion of the Purchase Price to be paid
    on the Closing Date in Closing Shares and cash, if any (such consideration being the “Closing Date Payment Consideration”),
    and (z) whether the consideration to be paid to the Seller on the Top-Up Date, if any, shall be paid in Top-Up Shares or cash (the
    “Closing Consideration Election Notice”).

   

  D.           The
    Purchaser shall have paid and/or delivered, as applicable, the Closing Date Payment Consideration to Seller.

   

  E.           The
    Purchaser shall have delivered to the Seller a certificate evidencing the formation and good standing of the Purchaser issued by
    the Secretary of State of Delaware as of a date within ten (10) days of the Closing Date.

   

  F.           Each
    and every representation and warranty of the Purchaser shall be true and correct (without giving effect to any limitation or qualification
    as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of
    the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
    that speak as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations
    and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably expected to
    have a Material Adverse Effect, and the Purchaser shall have performed, satisfied and complied in all material respects with the
    covenants, agreements and conditions required to be performed, satisfied or complied with by the Purchaser at or prior to the Closing
    Date. The Seller shall have received a certificate, duly executed by a duly authorized officer of the Purchaser, dated as of the
    Closing Date, to the foregoing effect.

   

  
  
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  G.           Each
    and every representation and warranty of the Borrower shall be true and correct (without giving effect to any limitation or qualification
    as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of
    the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
    that speak as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations
    and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably expected to
    have a Material Adverse Effect, and the Borrower shall have performed, satisfied and complied in all material respects with the
    covenants, agreements and conditions required to be performed, satisfied or complied with by the Borrower at or prior to the Closing
    Date. The Seller shall have received a certificate, duly executed by a duly authorized officer of the Borrower, dated as of the
    Closing Date, to the foregoing effect.

   

  H.           If
    all, or any portion, of the Purchase Price is to be paid in Shares, the Common Stock (A) shall be designated for quotation or listed
    (as applicable) on NASDAQ and (B) shall not have been suspended, as of the Closing Date, by the United States Securities and Exchange
    Commission (the “SEC”) or NASDAQ from trading on NASDAQ nor shall suspension by the SEC or NASDAQ have been
    threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance
    and hearing periods), as of the Closing Date, either (I) in writing by the SEC or NASDAQ or (II) by falling below the minimum maintenance
    requirements of NASDAQ.

   

  I.           Each
    of the Borrower and the Purchaser shall have obtained all governmental, regulatory or third party consents and approvals, if any,
    necessary for the sale of the Shares, including without limitation, any approvals, ‎consents, notifications, filings or other
    authorizations that may be required pursuant to the ‎Competition Act (Canada), the Toronto Stock Exchange and NASDAQ.

   

  J.           No
    statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
    by any court or Governmental Entity (as defined below) of competent jurisdiction that prohibits the consummation of any of the
    transactions contemplated by the Transaction Documents.

   

  K.          Since
    the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
    in a Material Adverse Effect (as defined below) with respect to the Purchaser or a Material Adverse Effect (as defined in the Transaction
    Agreement) with respect to the Borrower.

   

  (ii)         Conditions
      of Purchaser. On the Closing Date, subject to the satisfaction of the following conditions precedent, the Purchaser ‎agrees
    to assume, accept and purchase all of the Seller’s right, title and interest in, to and under (x) ‎the Amended and Restated
    Note and (y) all of the Security Documents:‎

   

  
  
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  A.           all
    of the conditions set out in the Transaction Agreement shall have been satisfied or waived, in a manner reasonably satisfactory
    to the Purchaser (other than those conditions only capable of being satisfied as of the closing of the transactions contemplated
    in the Transaction Agreement);

   

  B.           on
    or prior to the Closing Date, the Original Note shall be amended and restated as the Amended and ‎Restated Note and shall have
    delivered an original certificate for the Amended and ‎Restated Note ‎‎(in a form satisfactory to the Purchaser) to
    the Seller and the Seller shall deliver ‎such certificate representing the Amended and ‎Restated Note to the Purchaser
    or the at the direction of the Purchaser;‎

   

  C.           the
    Borrower shall, and shall cause each of the other Obligors, to enter into a ‎confirmation of guarantee and security agreement
    and affirmation of the Successor Secured Party’s status and rights under the ‎Security Documents, in form and substance
    satisfactory to the ‎Purchaser;

   

  D.           receipt
    of approval for the transactions contemplated herein by the shareholders and board of directors of ‎the Borrower and all other
    requisite approvals, consents, notifications, filings or other ‎authorizations as the Purchaser may determine (including, without
    limitation, any approvals, ‎consents, notifications, filings or other authorizations that may be required pursuant to the ‎Competition
      Act (Canada));

   

  E.           receipt
    of approvals from the Toronto Stock Exchange and NASDAQ, satisfactory to the Purchaser and the Borrower;‎

   

  F.           the
    Purchaser shall be satisfied that (x) any and all financing statements, financing ‎change statements and similar filings relating
    to the Security Documents have been completed and (y) any and all original collateral previously delivered by the Borrower to the
    Seller shall ‎have been delivered to the Purchaser;‎

   

  G.           no
    Material Adverse Effect (as defined in the Transaction Agreement shall have occurred in respect of the Borrower;

   

  H.           each
    and every representation and warranty of the Seller shall be true and correct (without giving effect to any limitation or qualification
    as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of
    the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
    that speak as of a specific date, which shall be true and correct as of such specific date), except where the failure of such representations
    and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably expected to
    have a Material Adverse Effect, and the Seller shall have performed, satisfied and complied in all material respects with the covenants,
    agreements and conditions required to be performed, satisfied or complied with by the Seller at or prior to the Closing Date. The
    Purchaser shall have received a certificate, duly executed by a duly authorized officer of the Seller, dated as of the Closing
    Date, to the foregoing effect;

   

  
  
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  I.           no
    Encumbrance shall exist in relation to the Amended and Restated Note or any of the Security Documents;

   

  J.           the
    outstanding principal amount of the Amended and Restated Note (the “Principal Amount”) shall not be less than
    $160,000,000;

   

  K.          the
    Seller, as retiring agent and the Purchaser, as successor agent shall have executed an Agency Transfer Agreement pursuant to the
    Securities Purchase Agreement between the Seller and the Borrower dated May 27, 2021 and the Deed of Hypothec dated February 17th,
    2021 executed before Angelo Febbraio, notary under number 3987 of his minutes;

   

  L.           the
    Seller, the Purchaser and the Borrower shall have executed a Deed of Substitution of “Fondé de pouvoir” with
    respect to the Deed of Hypothec dated February 17th, 2021 executed before Angelo Febbraio, notary under number 3987
    of his minutes;

   

  M.       the
    Seller, the Purchaser and Hexo Operations Inc. shall have executed a Deed of Substitution of “Fondé de pouvoir”
    with respect to the Deed of Hypothec dated February 17th, 2021 executed before Angelo Febbraio, notary under number
    3987 of his minutes;

   

  N.           ‎receipt
    of confirmation of the assignments contemplated hereunder by the ‎Trustee under the Indenture and acknowledgment that the Amended
    and ‎Restated Note either (i) continues to be registered as a security under the Indenture or (ii) has been authenticated and
    delivered pursuant to the Indenture;

   

  O.           ‎
    if required by the Purchaser, GLAS Trust Company LLC or the successor thereof, if applicable, shall have entered into a ‎supplemental
    indenture pursuant to the Indenture with the Purchaser, in form and ‎substance satisfactory to the Purchaser; and

   

  P.           the
    Purchaser, the Borrower and Bank of Montreal shall have entered into a blocked ‎account agreement in relation to US Dollar
    Account No. 0001-4744-237, in form and ‎substance satisfactory to the Purchaser.‎

   

  (c)          The
    purchase price payable by the Purchaser to the Seller in consideration for the Seller ‎assigning, transferring and selling
    of all the Seller’s right, title and interest in, to and under: (i) ‎the Amended and Restated Note and (ii) each of the
    Security Documents to the Purchaser shall ‎be 95% of the Principal Amount (the “Purchase Price”). ‎

   

  
  
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  (d)          Payment
    of the Purchase Price may be satisfied in shares of Common Stock (“Shares”), solely to the extent no Equity
    Conditions Failure exists as of the time the Purchaser is required to deliver such Shares, or, at the option of the Purchaser,
    by way of cash consideration (“Cash Consideration”) (or, if no Equity Conditions Failure exists as of the time
    the Purchaser is required to deliver such applicable Shares, any combination thereof), provided that:‎

   

  (i)          to
    the extent that payment of the Purchase Price is to be satisfied (in whole or in part) by way of ‎Cash Consideration: (i) 10%
    of such Cash Consideration shall be payable on the Closing ‎Date and (ii) 90% of such Cash Consideration shall be paid by the
    Purchaser, at such times and on such days as the Purchaser may determine, ‎within 60 days following the Closing Date; and

   

  (ii)         to
    the extent no Equity Conditions Failure exists and the payment of the Purchase Price is to be satisfied (in whole or in part) by
    way of the issuance of ‎Shares by the Purchaser to the Seller, the number of Shares to be issued by the ‎Purchaser to the
    Seller shall be equal to the quotient of the Purchase Price (minus the amount of cash consideration paid or payable ‎under
    paragraph 2(d)(i)) divided by the Share Price on the Trading Day immediately preceding the ‎Closing Date (such Shares, the
    “Closing Shares”). To the extent that the Purchaser wishes ‎to satisfy any or all of the Purchase Price
    by the issuance of Shares, it shall notify the ‎Seller of its intention to do so not later than the second (2nd)
    Trading Day immediately prior to the Closing Date in writing in accordance with Section 2(b)(i)C and, on or prior to the Closing
    Date, the Purchaser shall cause its transfer agent, through the Depository Trust Company (“DTC”) Fast Automated
    Securities Transfer Program, to credit such aggregate number of Closing Shares to the Seller’s (or its designee’s)
    balance account with DTC through its Deposit/Withdrawal at Custodian system.

   

  (e)          In
    the event that payment of the Purchase Price is satisfied in whole or in part by way of the issuance of the Closing Shares from
    the Purchaser to the Seller:

   

  (i)          the
    Purchaser shall file with the United States Securities and Exchange ‎Commission a prospectus supplement under Rule 424(b) to
    its ‎current Registration Statement on Form S-3 (333-233703) (in either case, the “Registration Statement”)
    to register the issuance by ‎the Purchaser to the Seller of the Closing Shares and the Top-Up Shares (as defined below); and

   

  (ii)         Forty-five
    (45) Trading Days after the issuance of the Closing Shares (the “Top-Up Date”), if the quotient of (x) the Purchase
    Price (less the any amounts satisfied or to be satisfied in cash) divided by (y) the Top-Up Measuring Price is a number:

   

  A.           less
      than the number of Closing Shares issued at closing, the Seller shall deliver to the Purchaser, a cash amount equal to the
    product of (I) such aggregate number of shares of Common Stock equal to such difference and (II) the Top-Up Measuring Price; or

   

  
  
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  B.           greater
      than the number of Closing Shares issued at the Closing (such difference, the “Top-Up Difference”),

   

  (I) if the Purchaser
    has elected in the Closing Consideration Election Notice to pay such consideration due to the Seller on the Top-Up Date in cash,
    the Purchaser shall pay to the Seller cash equal to the product of (I) the Top-Up Difference and (II) the Top-Up Measuring Price
    (the “Top-Up Cash Amount”); or

   

  (II) if the Purchaser
    has elected in the Closing Consideration Election Notice to pay such consideration due to the Seller in additional Shares (the
    “Top-Up Shares”), the Purchaser will issue the Seller a number of Top-Up Shares equal to the Top-Up Difference
    (subject to reduction as provided in this paragraph); provided that (x) such aggregate number of Top-Up Shares to be issued shall
    be reduced, as necessary, such that the aggregate number of Top-Up Shares in such issuance shall not result in the issuance of
    more than the number of shares of Common Stock equal to 42,536,615 minus the Closing Shares, including shares of Common Stock included
    in the Closing Date Payment Consideration and the Top-Up Shares, to the Seller under this Agreement (the “Maximum Top-Up
      Shares”), (y) in lieu of the issuance of such Top-Up Shares in excess of the Maximum Top-Up Shares that are reduced due
    to the preceding provision (such aggregate number of Top-Up Shares subject to such reduction, the “Reduced Top-Up Share
      Amount”) the Purchaser shall also pay to the Seller a cash amount (the “Remaining Top-Up Cash Amount”)
    equal to the product of (1) such Reduced Top-Up Share Amount and (2) the Top-Up Measuring Price and (z) notwithstanding the foregoing,
    if an Equity Conditions Failure exists as of the Top-Up Date (that is not waived by the Purchaser), in lieu of issuing any Top-Up
    Shares, the Purchaser shall pay the Seller in cash the Top-Up Cash Amount.

   

  (iii)        After
    the closing of business on the Trading Day immediately prior to the Top-Up Date, the Purchaser shall deliver a written notice to
    the Seller (the “Top-Up Equity Eligibility Certification Notice”), certified by a duly authorized officer of
    the Purchaser, certifying that (x) if the Purchaser has elected in the Closing Consideration Election Notice to pay such consideration
    due to the Seller in additional Shares, (1) no Equity Conditions Failure then exists (or no unwaived Equity Conditions Failure
    exists, as applicable), (2) the aggregate number of Top-Up Shares to be issued on the Top-Up Date and (3) the Remaining Top-Up
    Cash Amount to be paid to the Seller in cash on the Top-Up Date, if any, or (y) if the Purchaser has elected in the Closing Consideration
    Election Notice to pay such consideration due to the Seller in additional Shares and an Equity Conditions Failure exists (to the
    extent not waived by the Seller) or the Purchaser has elected in the Closing Consideration Election Notice to pay such consideration
    due to the Seller in cash, the aggregate Top-Up Cash Amount (in each case, including reasonable calculations and backup with respect
    thereto). For the avoidance of doubt, (x) if an Equity Conditions Failure then exists, the Top-Up Equity Eligibility Certification
    Notice shall also state that, unless the Seller waives such Equity Conditions Failure, no additional Top-Up Shares shall be issued
    and the Seller shall receive the entire Top-Up Cash Amount in cash and (y) the Seller may deliver a written waiver (which may be
    an e-mail) of such Equity Conditions Failure at any time prior to 12:00 P.M., New York city time on such Top-Up Date (or, if later,
    at least twelve (12) hours after the Seller’s receipt of the Top-Up Equity Eligibility Certification Notice). To the extent
    the Purchaser is required (or has properly elected) to deliver Top-Up Shares to the Seller in accordance herewith, on or prior
    to the Top-Up Date, the Purchaser shall cause its transfer agent, through the DTC Fast Automated Securities Transfer Program, to
    credit such aggregate number of Top-Up Shares to the Seller’s (or its designee’s) balance account with DTC through
    its Deposit/Withdrawal at Custodian system.

   

  
  
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  (iv)        Notwithstanding
    the foregoing, if the Top-Up Shares required to be issued pursuant to this Agreement would result in the Seller together with the
    other Attribution Parties, collectively, beneficially owning in excess of 9.99% (the “Maximum Percentage”) of
    the shares of Common Stock outstanding, as evidenced by a written notice by Seller to the Purchaser (such notice, a “Blocker
      Notice”), (A) the number of shares so issued by which the Seller’s and the other Attribution Parties’ aggregate
    beneficial ownership would exceed the Maximum Percentage (the “Excess Shares”) shall be deemed null and void
    and shall be cancelled ab initio, (B) the Seller shall not have the power to vote or to transfer the Excess Shares, and (C) the
    Seller’s right to receive such Excess Shares shall be held in abeyance for the benefit of the Seller until such time or times,
    if ever, but in no event later than the 60th calendar day after the Top-Up Date, as the Seller’s right thereto would not
    result in the Seller and the other Attribution Parties exceeding the Maximum Percentage (as evidenced by a written notice to the
    Purchaser by the Seller (each, a “Blocker Release Notice”). Upon the Purchaser’s receipt of a Blocker
    Release Notice, the Excess Shares shall be deemed to be owned by the Seller, regardless of the date of actual delivery of such
    Excess Shares. The Purchaser shall deliver any Excess Shares subject to a Blocker Notice to the Seller (or its designee) no later
    than the second (2nd) Trading Day after the date of receipt of such Blocker Release Notice. If the Seller delivers a
    Blocker Notice to the Purchaser, all conditions to the ‎issuance of the Excess Shares, including the Equity Conditions, shall
    be deemed ‎to have been satisfied on the Trading Day immediately prior to the Top-Up Date.

   

  3.           ‎Representations,
    Warranties and Covenants of the Seller. The Seller represents, ‎warrants and covenants to
      and agrees with the Purchaser, as of the date of this Agreement and ‎the Closing Date that:‎

   

  (a)          The
    Seller is duly organized and validly existing under the laws of the jurisdiction of ‎the State of Delaware, with power and
    authority to own its properties and to conduct its ‎business as such properties shall be currently owned and such business
    is presently conducted, ‎and has all requisite power and authority to execute, deliver and perform this Agreement and ‎to
    consummate the transactions herein contemplated.‎

   

  
  
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  (b)          The
    execution, delivery and performance of this Agreement, and the consummation of ‎the transactions contemplated herein, have
    been duly authorized by the Seller, and this ‎Agreement constitutes its legal, valid and binding obligation enforceable against
    it in ‎accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, ‎reorganization or
    other similar laws affecting creditors’ rights generally or by general equity ‎principles.‎

   

  (c)          The
    execution, delivery and performance of this Agreement and the consummation of ‎the transactions hereby (i) do not conflict
    with the provisions of the Seller’s governing ‎instruments, (ii) will not violate any provisions of applicable law or
    regulation or any applicable ‎order of any court or regulatory body, in each case, as any such provision or order applies to
    ‎the Seller and (iii) will not result in the breach of, or constitute a default, or require any ‎consent, under any agreement,
    instrument or document to which it is a party or by which it or ‎any of its property may be bound or affected.‎

   

  (d)          No
    actions, suits, proceedings or governmental investigations at law or in equity are ‎pending or active (or, to its knowledge,
    threatened in writing) against the Seller before any ‎governmental authority or any arbitrator (i) asserting the invalidity
    of this Agreement, (ii) ‎seeking to prevent the consummation of any of the transactions contemplated by this ‎Agreement,
    or (iii) seeking any determination or ruling that would reasonably be expected to ‎have a material and adverse effect on the
    performance by the Seller of its obligations under,‎ or the validity or enforceability of, this Agreement, or on the value,
    validity or enforceability ‎of this Agreement, the Amended and Restated Note and/or any of the Security Documents.‎

   

  (e)          The
    Seller has obtained all consents and authorizations (including all required consents ‎and authorizations of any governmental
    authority) that are necessary to be obtained by it in ‎connection with the execution, delivery and performance by the Seller
    of this Agreement, and ‎each such consent and authorization is in full force and effect.‎

   

  (f)         No
    filing with, or authorization, approval, consent, notice, license, order, registration, ‎qualification, decree or other action
    of, any court, governmental authority or agency or any ‎other Person is necessary to be filed, obtained, recorded, notified,
    or otherwise applied for by the Seller in connection with (i) the assignment, transfer and sale by the Seller of the ‎Amended
    and Restated Note and the Security Documents, (ii) the authorization, execution, delivery and performance by ‎the Seller of
    this Agreement or (iii) the consummation by the Seller of the transactions ‎contemplated hereby, except such as have been,
    or at the Closing Date will have been, obtained and are in full ‎force and effect as of the Closing Date.‎

   

  (g)         The
    Seller has good and marketable title to the Amended and Restated Note and the ‎Security Documents, free and clear of any Encumbrance
    or restriction on transferability, and the Seller has the full ‎right, power and lawful authority to assign, transfer and sell
    the Amended and Restated Note ‎and the Security Documents to the Purchaser and (ii) the consummation of the transactions ‎contemplated
    by this Agreement shall not cause the Amended and Restated Note or any of the ‎Security Documents, to be subject to any Encumbrance.‎

   

  (h)         The
    Seller has not pledged, assigned, sold, granted any Encumbrance in or otherwise Encumbered or assigned, transferred, sold or conveyed
    any interest in the Amended and Restated Note or any of the ‎Security Documents and no effective financing statement or other
    instrument similar in effect ‎naming or purportedly naming the Seller as debtor and/or covering all or any part of the ‎Amended
    and Restated Note or any of the Security Documents is on file in any recording ‎office.‎

   

  
  
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  (i)           The
    Seller agrees that it will not re-sell or make the first trade in the Fee Securities in Canada or through the facilities of the
    Toronto Stock Exchange. For the avoidance of doubt, the parties hereto acknowledge and agree that any sales of Fee Securities in
    the United States or through the facilities of NASDAQ are not subject to any such restrictions.

   

  (j)           The
    Seller has not received written notice of, and has no knowledge of, any offsets, ‎counterclaims, deductions, withholdings,
    claims or other defenses with respect to the ‎Amended and Restated Note.‎

   

  (k)          With
    effect from the Closing Date: ‎

   

  (i)          the
    Purchaser and its solicitors are authorized to register such documents, file ‎such ‎statements and give such notices as
    may be required by the Purchaser to record ‎the assignment, transfer and sale of the Amended and Restated Note and each of
    the ‎Security Documents to the Purchaser at all ‎appropriate registry offices in that respect; and

   

  (ii)         the
    Seller authorizes the Purchaser and its counsel and any of ‎their respective agents, employees or representatives, to file
    any and all security ‎registrations, financing statements, finance change statements, charges and notices ‎in ‎connection
    with the assignment, transfer and sale of the Amended and Restated Note ‎and each of the Security Documents to the Purchaser,
    as the Purchaser may require.‎

   

  (l)           For
    the period between the date of this agreement and the Closing Date, (x) the Seller will not, and will not agree to, enter into
    any short, hedge, forward contract, derivative or similar transaction relating to the Closing Shares (but not including any sale
    marked “short exempt”) and (y) the Seller will cause any of its Affiliates not to maintain a Net Short Position (as
    defined below).  For the purposes of determining compliance with the foregoing, the following shall apply:

   

  (i)          
    For purposes hereof, a “Net Short Position” by a person means a position whereby such Person has executed one
    or more sales of Common Stock that is marked as a short sale (but not including any sale marked “short exempt”) and
    that is executed at a time when such Person has no equivalent offsetting “long” position in the Common Stock (or is
    deemed to have a long position in accordance with Regulation SHO of the 1934 Act); provided, that, for purposes of such calculations,
    any short sales either (x) that is a result of a bona-fide trading error on behalf of such Person (or its Affiliates) or required
    to be marked “short” by the broker of such Person at such time as such trade is not required to be marked “short”
    pursuant to Regulation SHO of the 1934 Act or (y) that would otherwise be marked as a “long” sale, but for the occurrence
    of a breach of any term or condition of any security or agreement, in each case, by the Purchaser or its transfer agent, as applicable,
    shall be excluded from such calculations. 

   

  
  
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  (ii)         For
    purposes of determining whether a Person has an equivalent offsetting “long” position in the Common Stock, (A)
    all Common Stock that is owned by such Person shall be deemed held “long” by such Person, (B) any shares of Common
    Stock issuable upon conversion and/or exercise of any convertible security, warrant and/or option of the Purchaser (without regard
    to any limitations on conversion or exercise thereof) shall be deemed held “long” by such Person, until such time as
    such Person shall no longer own such convertible security, warrant or option, and (C) any shares of Common Stock that the Purchaser
    has elected to issue to the Seller pursuant to the terms of this Agreement shall be deemed held “long” by the Seller
    from and after the date that is two (2) Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable
    law, rule or regulation for the settlement of a trade of such Common Stock initiated on the applicable issuance date) prior to
    the deadline for delivery of such Common Stock to the Seller, as set forth in this Agreement.

   

  4.           ‎Representations,
    Warranties and Covenants of the Borrower. The Borrower ‎represents, warrants and covenants
      to and agrees with the Purchaser, as of the date of this ‎Agreement and as of the Closing Date, that: ‎

   

  (a)          It
    is duly organized and validly existing under the laws of the jurisdiction of the ‎Province of Ontario, with power and authority
    to own its properties and to conduct its ‎business as such properties shall be currently owned and such business is presently
    conducted, and has all ‎requisite power and authority to execute, deliver and perform this Agreement and to ‎consummate
    the transactions herein contemplated.‎

   

  (b)          The
    execution, delivery and performance of this Agreement, and the consummation of ‎the transactions contemplated herein, have
    been duly authorized by the Borrower, and this ‎Agreement constitutes its legal, valid and binding obligation enforceable against
    it in ‎accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, ‎reorganization or
    other similar laws affecting creditors’ rights generally or by general equity ‎principles.‎

   

  (c)          The
    execution, delivery and performance of this Agreement and the consummation of ‎the transactions hereby (i) do not conflict
    with the provisions of its governing instruments, (ii) ‎will not violate any provisions of applicable law or regulation or
    any applicable order of any ‎court or regulatory body, in each case, as any such provision or order applies to the Borrower
    ‎and (iii) will not result in the breach of, or constitute a default, or require any consent, under ‎any agreement, instrument
    or document to which it is a party or by which it or any of its ‎property may be bound or affected.‎

   

  (d)          No
    actions, suits, proceedings or governmental investigations at law or in equity are ‎pending or active (or, to its knowledge,
    threatened in writing) against the Borrower before any ‎governmental authority or any arbitrator (A) asserting the invalidity
    of this Agreement, (B) ‎seeking to prevent the consummation of any of the transactions contemplated by this ‎Agreement,
    or (c) seeking any determination or ruling that would reasonably be expected to ‎have a material and adverse effect on the
    performance by the Borrower of its obligations ‎under, or the validity or enforceability of, this Agreement, the Amended and
    Restated Note or any of the Security Documents.‎

   

  
  
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  (e)         The
    Borrower has obtained all consents and authorizations (including all required ‎consents and authorizations of any governmental
    authority) that are necessary to be obtained ‎by it in connection with the execution, delivery and performance by the Borrower
    of this ‎Agreement, and each such consent and authorization is in full force and effect.‎

   

  (f)          No
    filing with, or authorization, approval, consent, notice, license, order, registration, ‎qualification, decree or other action
    of, any court, governmental authority or agency or any ‎other Person is necessary in connection with (A) the authorization,
    execution, delivery and ‎performance by the Borrower of this Agreement or (B) the consummation by the Borrower of ‎the
    transactions contemplated hereby, except such as have been, or at the Closing Date will have been, obtained and are in full ‎force
    and effect as of the Closing Date.‎

   

  (g)          ‎After
    giving effect to the transactions contemplated by this agreement, the ‎Borrower and the other Obligors will, in their confirmation
    of guaranty and security documents: ‎‎(i) expressly and knowingly reaffirm their full liability under each of the Note
    Documents ‎heretofore executed and delivered from time to time in favor of the Seller and Resigning Secured ‎Party, each
    of which shall, as of the date hereof, be in favor of all of the Purchaser and Successor ‎Secured Party, and agrees that such
    Note Documents shall remain in full force and effect and are ‎hereby ratified and confirmed, (ii) expressly agree to be and
    remain liable under the terms of such ‎Note Documents to which they are a party, (iii) acknowledge that they have no defense,
    offset or ‎counterclaim whatsoever against the Seller or Purchaser with respect to the Note Documents for ‎which they are
    a party, (iv) acknowledge and agree that security interests and grant of collateral ‎under the Note Documents are hereby ratified
    and remain in full force and effect and shall ‎continue to serve as collateral for the obligations of the Obligors to the Purchaser,
    (v) ‎acknowledges that there is no further obligation for the Purchaser to fund future advances, issue ‎letters of credit,
    make new loans, or extend any further credit of any kind to the Obligors.‎

   

  5.           ‎Representations,
    Warranties and Covenants of the Purchaser. The Purchaser‎ represents, warrants and covenants
      to and agrees, as of the date of this Agreement, as of the ‎Closing Date and as of the Top-Up Date, that:‎

   

  (a)          Organization
      and Qualification. Each of the Purchaser and each of its Subsidiaries are entities duly organized and validly existing and
    in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own
    their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Purchaser
    and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
    in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification
    necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to
    have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means
    any material adverse effect on (a) the business, properties, assets, liabilities, operations (including results thereof), condition
    (financial or otherwise) or prospects of the Purchaser and its Subsidiaries, taken as a whole; provided, however, that none of
    the following, and no effect, change, event or occurrence arising out of, or resulting from, the following, shall constitute or
    be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred or may occur:
    any effect, change, event or occurrence that results from or arises in connection with (i) changes in or conditions generally affecting
    the industry in which the Purchaser and its Subsidiaries operate, (ii) general economic or regulatory, legislative or political
    conditions or securities, credit, financial or other capital markets conditions in any jurisdiction, (iii) geopolitical conditions,
    the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or man-made disaster,
    or any escalation or worsening of any of the foregoing, (iv) natural disaster or any pandemic or epidemic, including COVID-19,
    (v) any change in GAAP (or authoritative interpretation thereof) after the date hereof, including accounting and financial reporting
    pronouncements by the SEC and the Financial Accounting Standards Board, or applicable law, (vi) any change resulting or arising
    from the execution and delivery of this Agreement or the public announcement of the transactions hereby, (vii) any decline, in
    and of itself, in the market price, or change in trading volume, of the capital stock of the Purchaser or (viii) any failure to
    meet any internal or public projections guidance or estimates, or (b) the ability of the Purchaser and its Subsidiaries to timely
    consummate the transactions contemplated hereby or to perform their respective obligations under this Agreement.

   

  
  
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  (b)          Authorization
      and Binding Obligation. The Purchaser has the requisite power and authority to enter into and perform its obligations under
    this Agreement, the Shares and each of the other agreements entered into by the parties hereto in connection with the transactions
    contemplated by the Transaction Documents and to consummate the Transaction (including, without limitation, the purchase of the
    Amended and Restated Note, and, if applicable, the issuance of the Shares and the reservation for issuance and issuance of the
    Top-Up Shares issuable in accordance with this Agreement). As of the Closing Date, the execution and delivery of the Transaction
    Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby, including,
    without limitation, the purchase of the Amended and Restated Note, and, if applicable, the issuance of the Shares and the reservation
    for issuance and issuance of the Top-Up Shares issuable in accordance with this Agreement will have been duly authorized by the
    Purchaser’s Board of Directors (or a duly authorized committee thereof) and (other than the filing with the SEC of the prospectus
    supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”)
    supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)) no further
    filing, consent, or authorization will be required by the Purchaser, its Board of Directors or its shareholders (other than such
    filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the
    Closing Date, the other Transaction Documents to which the Purchaser is a party will have been, duly executed and delivered by
    the Purchaser, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Purchaser, enforceable
    against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles
    of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
    generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
    may be limited by federal, provincial or state securities laws.

   

  
  
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  (c)         Issuance
      of Securities; Registration Statement. Assuming the Purchaser elects to pay all, or any part of the Purchase Price, in Shares,
    the issuance of the Closing Shares are duly authorized and, upon issuance in accordance with the terms of the Transaction Documents
    shall be validly issued, fully paid and non-assessable and free from all Encumbrances with respect to the issuance thereof, with
    the holders being entitled to all rights accorded to a holder of Common Stock. As of the Closing, assuming the Purchaser elects
    to pay all, or any part of the Purchase Price, in Shares, the Purchaser shall have reserved from its duly authorized capital stock
    not less than the number of shares equal to 42,536,615 minus the Closing Shares as Top-Up Shares issuable in accordance
    with this Agreement. To the extent required to be issued in accordance with this Agreement, the Top-Up Shares, when issued, will
    be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Encumbrances with respect to
    the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the Purchaser elects
    to pay all, or any part of the Purchase Price, in Shares, the Shares will be issued pursuant to the Registration Statement and
    all of the Shares are freely transferable and freely tradable by the Seller without restriction, whether by way of registration
    or some exemption therefrom. The Registration Statement is effective and available for the issuance of the Shares thereunder and
    the Purchaser has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration
    Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
    or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration
    Statement permits the issuance and sale of the Shares hereunder and as contemplated by the other Transaction Documents. Upon receipt
    of the Shares, the Seller will have good and marketable title to the Shares.

   

  (d)          No
      Conflict. The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by the
    Purchaser of the transactions contemplated hereby and thereby (including, without limitation, the purchase of the Amended and Restated
    Note, and, if applicable, the issuance of the Shares and the reservation for issuance and issuance of the Top-Up Shares issuable
    in accordance with this Agreement) will not (i) result in a violation of the Certificate of Incorporation (as defined below) or
    any other organizational documents of the Purchaser or any of its Subsidiaries, (ii) conflict with, or constitute a default (or
    an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
    amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser or any of its Subsidiaries
    is a party, after giving effect to the Transaction Agreement and the receipt by the Purchaser of the Required Consents (as defined
    below), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and
    state securities laws and regulations and the rules and regulations of NASDAQ and including all applicable federal, state and provincial
    laws, rules and regulations) applicable to the Purchaser or any of its Subsidiaries or by which any property or asset of the Purchaser
    or any of its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations
    that would not reasonably be expected to have a Material Adverse Effect.

   

  
  
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  (e)          No
      Consents. Neither the Purchaser nor any Subsidiary is required to obtain any consent from, authorization or order of, or make
    any filing or registration with (other than such filings as may be required by any federal or state securities laws, rules or regulations),
    any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or
    perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with
    the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Purchaser or any Subsidiary
    is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date,
    and neither the Purchaser nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Purchaser
    or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction
    Documents.

   

  (f)          Acknowledgment
      Regarding Seller’s Purchase of Securities. The Purchaser acknowledges that the Seller is not acting as a financial advisor
    or fiduciary of the Purchaser or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents
    and the transactions contemplated hereby and thereby. The Purchaser further represents to the Seller that the Purchaser’s
    decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Purchaser and its representatives.

   

  (g)          Financial
      Advisor’s Fees. The Purchaser shall be responsible for the payment of any placement agent’s fees, financial advisory
    fees, or brokers’ commissions (other than for Persons engaged by the Seller or its investment advisor) relating to or arising
    out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to Canaccord Genuity LLC,
    as financial advisor (the “Financial Advisor”) in connection with the sale of the Shares. The Purchaser acknowledges
    that it has engaged the Financial Advisor in connection with the ‎transactions contemplated hereby. Other than the Financial
    Advisor, neither the Purchaser nor ‎any of its Subsidiaries has engaged any financial advisor, placement agent or other agent
    in ‎connection with the transactions contemplated hereby.

   

  (h)          No
      Integrated Offering. None of the Purchaser, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
    has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
    that would cause this prospective offering of the Shares in lieu of cash payment of the Purchase Price hereunder to require approval
    of stockholders of the Purchaser under any applicable stockholder approval provisions, including, without limitation, under the
    rules and regulations of any exchange or automated quotation system on which any of the securities of the Purchaser are listed
    or designated for quotation. None of the Purchaser, its Subsidiaries, their affiliates nor any Person acting on their behalf will
    take any action or steps that would cause the offering of any of the Shares to be integrated with other offerings of securities
    of the Purchaser.

   

  (i)           Equity
      Capitalization.

   

  (i)          Definitions:

  (A)         “Common
      Stock” means (x) the Purchaser’s shares of Class 2 common stock, $0.0001 par value per share, and (y) any
    capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such
    common stock.

   

  
  
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  (B)         “Preferred
      Stock” means (x) the Purchaser’s blank check preferred stock, $0.0001 par value per share, the terms of which may
    be designated by the board of directors of the Purchaser in a certificate of designations and (y) any capital stock into which
    such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other
    than a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

   

  (ii)         Authorized
      and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Purchaser consists of (A) 746,666,667
    shares of Common Stock, of which, 480,737,533 are issued and outstanding and 56,005,479 shares are reserved for issuance pursuant
    to Convertible Securities (as defined below) (other than the Shares) exercisable or exchangeable for, or convertible into, shares
    of Common Stock and (B) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock
    are held in the treasury of the Purchaser.

   

  (iii)        Valid
      Issuance; Available Shares. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly
    issued and are fully paid and nonassessable.

   

  (j)           No
      Reliance. In connection with the transfer of the Amended and Restated Note: (i) the Seller is ‎not acting as an agent,
    fiduciary or financial or investment adviser for the Purchaser, (ii) the ‎Purchaser is not relying (for purposes of making
    any investment decision or otherwise) upon ‎any advice, counsel or representations (whether written or oral) of the Seller,
    except any ‎representations and/or warranties expressly set forth in the Transaction Documents and (iii) the Purchaser has
    ‎consulted with its own legal, regulatory, tax, business, investment, financial, and accounting ‎advisers to the extent
    it has deemed necessary, and it has made its own investment decisions ‎based upon its own judgment and upon any advice from
    such advisers as it has deemed ‎necessary and not upon any view expressed by the Seller.‎

   

  (k)          Acknowledgement
      Regarding Sellers’ Trading Activity. It is understood and acknowledged by the Purchaser that (i) following the date of
    the announcement of the Term Sheet (as defined in the Transaction Agreement), in accordance with the terms thereof‎, the Seller
    has not agreed with the Purchaser or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including,
    without limitation, purchasing or selling, long and/or short) any securities of the Purchaser, or “derivative” securities
    based on securities issued by the Purchaser or to hold any of the Closing Date Payment Consideration consisting of Shares for any
    specified term; and (ii) the Seller shall not be deemed to have any affiliation with or control over any arm’s length counterparty
    in any “derivative” transaction. The Purchaser further understands and acknowledges that following the date of the
    announcement of the Term Sheet‎ (as defined in the Transaction Agreement), the Seller may engage in hedging and/or trading
    activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times
    during the period that the Shares are outstanding (including, without limitation, during the Top-Up Measuring Period) and such
    hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common
    Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Purchaser both at and after the
    time the hedging and/or trading activities are being conducted.

   

  
  
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  (l)           Disclosure.
    The Purchaser confirms that, to its knowledge (which shall be the actual knowledge of the general counsel of the Purchaser) neither
    it nor any other Person acting with the Purchaser’s authority has provided the Seller or its agents or counsel with any information
    that constitutes or could reasonably be expected to constitute material, non-public information concerning the Purchaser or any
    of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

   

  6.           Resignations.
      Effective as of the time of purchase and sale and satisfaction of the conditions set forth in Section 2 (the “Effective Time”),
      the Resigning Secured Party will resign in such capacity and the Obligors and the Seller will accept such resignation.

   

  7.           Appointments.

   

  (a)          Effective
    as of the Effective Time, each of the Trustee and the Seller appoints the Purchaser as Successor Secured Party for all purposes
    of the Note Documents. Effective as of the Effective Time, the Purchaser accepts such appointment and agrees to be bound by the
    Note Documents in such capacity. Effective as of the Effective Time, the Purchaser shall succeed to, and be vested with, all of
    the rights, powers and duties of the Secured Party under the Note Documents. The Seller and the Obligors hereby waive any requirement
    in the Note Documents that the Resigning Secured Party provide prior written notice of its resignation.

   

  (b)         The
    parties hereto agree that the Resigning Secured Party shall not bear any responsibility or liability for any actions taken or omitted
    to be taken by the Successor Secured Party from and after the Effective Time pursuant to this agreement or the other Note Documents
    or any of the transactions contemplated thereby. The parties hereto agree that the Successor Secured Party and its affiliates shall
    bear no responsibility or liability for any actions taken or omitted to be taken by the Resigning Secured Party pursuant to this
    agreement or the other Note Documents or the transactions contemplated thereby.

   

  (c)          From
    and after the Effective Time it is understood and agreed that the Successor Secured Party (i) shall have no responsibility or liability
    whatsoever for any actions taken or failures to take action (including, without limitation, any matters relating to payments, computations
    and accruals) for the period prior to the Effective Time and (ii) shall receive all of the benefits, indemnifications and exculpations
    provided for in the Note Documents.

   

  (d)          In
    the event that, after the Effective Time, the Resigning Secured Party receives any principal, interest or other amount owing to
    any holder or the Successor Secured Party under any Note Document, the Resigning Secured Party agrees that such payment shall be
    held in trust for the Successor Secured Party, and the Resigning Secured Party shall promptly forward without setoff or counterclaim
    such payment by wire transfer of immediately available funds to the Successor Secured Party.

   

  8.           Amendments.
    Effective as of the Effective Time, the Note Documents are hereby amended so that each reference
      in the Security Documents or other Note Documents to the Secured Party shall mean and be a reference to the Successor Secured Party.

   

  9.           Fees.

   

  (a)          The
    Borrower shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the Seller), on demand, a non-accountable amount of
    $150,000 (less $50,000 previously paid to Kelley Drye & Warren LLP) for all costs and expenses incurred by it in connection
    with preparing and delivering this Agreement (including, without limitation, all reasonable, documented legal fees and disbursements
    in connection therewith, and due diligence in connection with the transactions contemplated thereby).

   

  
  
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  10.         Disclosure
    of Transaction.

   

  (a)          On
    or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Purchaser
    shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents
    in the form required by the Exchange Act and attaching this Agreement and the forms of the other Transaction Documents (including
    all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Purchaser shall have disclosed
    all material, non-public information (if any) provided to the Seller by the Purchaser or any of its Subsidiaries or any of their
    respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
    In addition, effective upon the filing of the 8-K Filing, the Purchaser acknowledges and agrees that any and all confidentiality
    or similar obligations under any agreement, whether written or oral, between the Purchaser, any of its Subsidiaries or any of their
    respective officers, directors, affiliates, employees or agents, on the one hand, and the Seller or any of its affiliates, on the
    other hand, relating to the transactions contemplated by the Transaction Documents, shall terminate.

   

  (b)          Except
    as may be required by this Agreement or the Shares, the Purchaser shall not, and the Purchaser shall cause each of its Subsidiaries
    and each of its and their respective officers, directors, employees and agents not to, provide the Seller with any material, non-public
    information regarding the Purchaser or any of its Subsidiaries from and after the date hereof without the express prior written
    consent of the Seller (which may be granted or withheld in the Seller’s sole discretion). To the extent that the Purchaser
    delivers any material, non-public information to the Seller without the Seller’s consent, other than as required by this
    Agreement or the Shares, the Purchaser hereby covenants and agrees that the Seller shall not have any duty of confidentiality with
    respect to such material, non-public information. Subject to the foregoing, neither the Purchaser, its Subsidiaries nor the Seller
    shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however,
    the Purchaser shall be entitled, without the prior approval of the Seller, to make any press release or other public disclosure
    with respect to such transactions (i) in substantial conformity with the 8-K Filing and (ii) as is required by applicable law and
    regulations. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would
    otherwise be true, the Purchaser expressly acknowledges and agrees that the Seller shall not have (unless expressly agreed to by
    the Seller after the date hereof in a written definitive and binding agreement executed by the Purchaser and the Seller), any duty
    of confidentiality with respect to any material, non-public information regarding the Purchaser or any of its Subsidiaries.

   

  11.         Survival.
    The representations and warranties of the Borrower, the Seller and the Purchaser contained in
      this Agreement shall survive the Closing (including, without limitation, delivery of and payment for the ‎Amended and ‎Restated
      Note and the Security Documents) and continue (i) indefinitely with respect to the representations and warranties of the Seller
      pursuant to Sections 3(g), 3(h) and 3(i) and the Purchaser pursuant to Sections 5(a), 5(b) and 5(c) and (ii) for a period of twelve
      months thereafter with respect to all other representations and warranties. All covenants, obligations and agreements contained
      herein shall survive the Closing and continue in accordance with their terms.‎

   

  
  
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  12.         Notices.
    All communications hereunder will be in writing and effective only on receipt, ‎and, (a)
      if sent to the Purchaser, will be delivered to it at 655 Madison Avenue, Suite 1900 New York, NY 10065, United States; (b) if sent
      to the Seller, will be ‎delivered to it at 221 River Street, 9th Floor, Hoboken, NJ 07030, United States, with a
      copy (for informational purposes only) to: Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York,
      NY 10007, Attention: Michael A. Adelstein, Esq. and (c) if sent to the Borrower, will be delivered to it at 3000 Solandt Road,
      Ottawa, Ontario, K2K 2X2.‎

   

  13.         Successors.
    This Agreement will inure to the benefit of and be binding upon the parties ‎hereto and their
      respective successors and ‎assigns (excluding any purchasers of Shares from the Seller), and no other Person will have any
      right or obligation hereunder.‎ For the avoidance of doubt, nothing in this Agreement shall be deemed to confer any enforceable
      rights, nor establish any enforceable obligation or restrictions on any Person not a party to this Agreement. 

   

  14.         Further
    Agreements. Each party hereto agrees to execute and deliver to the other parties such reasonable
      and appropriate additional documents, instruments or agreements (in form ‎and substance reasonably satisfactory to the executing
      party) as may be necessary or appropriate ‎to effectuate the purpose of this Agreement.‎

   

  15.         Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial. ‎

   

  (a)          THIS
    AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE ‎LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES
    OF AMERICA ‎APPLICABLE THEREIN, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF ‎THE PARTIES HEREUNDER SHALL BE DETERMINED
    IN ACCORDANCE WITH ‎SUCH LAWS.‎

   

  (b)          Each
    of the parties hereto hereby irrevocably and unconditionally:‎

   

  (i)          submits
    for itself and its property in any legal action or proceeding relating ‎to this Agreement or any documents executed and delivered
    in connection ‎herewith, or for recognition and enforcement of any judgment in respect thereof, ‎to the nonexclusive general
    jurisdiction of the courts of the Wilmington, Delaware;‎

   

  (ii)         consents
    that any such action or proceeding may be brought and ‎maintained in such courts and waives any objection that it may now or
    hereafter ‎have to the venue of such action or proceeding in any such court or that such ‎action or proceeding was brought
    in an inconvenient court and agrees not to plead ‎or claim the same;‎

   

  (iii)        agrees
    that service of process in any such action or proceeding may be ‎effected by mailing a copy thereof by registered or certified
    mail (or any ‎substantially similar form of mail), postage prepaid, to such party at its address ‎determined in accordance
    with Section 12 of this Agreement;‎

   

  
  
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  (iv)        agrees
    that nothing herein shall affect the right to effect service of process ‎in any other manner permitted by law or shall limit
    the right to sue in any other ‎jurisdiction; and

   

  (v)         to
    the extent permitted by applicable law, each party hereto irrevocably ‎waives all right of trial by jury in any action, proceeding
    or counterclaim based on, ‎or arising out of, under or in connection with this Agreement or any other ‎documents executed
    and delivered in connection herewith, or any matter arising ‎hereunder or thereunder.‎

   

  16.         Miscellaneous.
    This Agreement supersedes all prior and contemporaneous‎ agreements and understandings relating
      to the subject matter hereof. This Agreement may not be ‎changed, waived, discharged or terminated except by an affirmative
      written agreement made by ‎the party against whom enforcement of the change, waiver, discharge or termination is sought. ‎
      The headings in this Agreement are for purposes of reference only and shall not limit or otherwise ‎affect the meaning hereof
      or thereof.‎

   

  17.         Counterparts;
    Electronic Signatures. This Agreement and any amendments, waivers, ‎consents or supplements
      hereto may ‎be executed in counterparts (and by different parties hereto ‎on different counterparts), each of ‎which
      shall constitute an original, but all of which when taken ‎together shall constitute a single ‎contract. Delivery of an
      executed counterpart of a signature page ‎to this Agreement by facsimile, ‎DocuSign or other electronic transmission, or
      by sending a ‎scanned copy (“pdf” or “tif”) by ‎electronic mail shall be effective as delivery
      of a manually ‎executed counterpart of this Agreement.‎ The words “execution,” “signed,” “signature,”
      and ‎words of similar import in any ‎Loan Document shall be deemed to include electronic or digital ‎signatures or
      the keeping of records ‎in electronic form, each of which shall be of the same effect, ‎validity and enforceability as
      ‎manually executed signatures or a paper-based recordkeeping ‎system, as the case may be, to the ‎extent and as provided
      for under applicable law, including the ‎Personal Information Protection and ‎Electronic Documents Act (Canada)
      and other similar ‎federal or provincial laws based on the ‎Uniform Electronic Commerce Act of the Uniform Law ‎Conference
      of Canada or its Uniform ‎Electronic Evidence Act, as the case may be. ‎ For avoidance ‎of doubt, original manual
      signatures shall be used for execution or indorsement of writings and ‎authentication of the Amended and Restated Note.‎

   

  18.         Rules
    of Construction. For purposes of this Agreement: (a) accounting terms not ‎otherwise defined
      in this Agreement, and accounting terms partly defined in this Agreement to ‎the extent not defined, shall have the respective
      meanings given to them under generally accepted ‎accounting principles in Canada as in effect from time to time, including
      International Financial ‎Reporting Standards; (b) unless otherwise provided, references to any month, quarter or year refer
      ‎to a calendar month, quarter or year; (c) references to any amount outstanding on any particular ‎date mean such amount
      at the close of business on such day; (d) the words “hereof”, “herein” and ‎‎“hereunder”
      and words of similar import refer to this Agreement (or the certificate or other ‎document in which they are used) as a whole
      and not to any particular provision of this ‎Agreement (or such certificate or document); (e) references to any Section or
      Schedule are ‎references to Sections and Schedules in or to this Agreement (or the certificate or other document ‎in which
      the reference is made), and references to any paragraph, subsection, clause or other ‎subdivision within any Section or definition
      refer to such paragraph, subsection, clause or other ‎subdivision of such Section or definition; (f) the term “including”
      means “including without ‎limitation”; (g) references to any law or regulation refer to that law or regulation
      as amended from ‎time to time and include any successor law or regulation; and (h) references to any agreement ‎refer to
      such agreement as from time to time amended, restated, supplemented or otherwise ‎modified from time to time in accordance
      with its terms.‎

   

  
  
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  19.         Payment
    Set Aside; Currency; Fractional Shares.          To
      the extent that the Purchaser makes a payment or payments to the Seller hereunder or pursuant to any of the other Transaction Documents
      or the Seller enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement
      or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
      disgorged by or are required to be refunded, repaid or otherwise restored to the Purchaser, a trustee, receiver or any other Person
      under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause
      of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall
      be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
      Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are
      in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents
      shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent
      amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount
      of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall
      Street Journal on the relevant date of calculation. The Purchaser shall not issue any fraction of a share of Common Stock pursuant
      to this Agreement. If an issuance required hereunder would result in the issuance of a fraction of a share of Common Stock, the
      Purchaser shall round such fraction of a share of Common Stock up to the nearest whole share. 

   

  20.         Judgment
    Currency.

   

  (a)          If
    for the purpose of obtaining or enforcing judgment against the Purchaser in connection with this Agreement or any other Transaction
    Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
    in this Section 18 referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,
    the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

   

  (i)          the
    date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
    that will give effect to such conversion being made on such date; or

   

  (ii)         the
    date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
    of which such conversion is made pursuant to this Section 18(a) being hereinafter referred to as the “Judgment Conversion
      Date”).

   

  
  
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  (b)          If
    in the case of any proceeding in the court of any jurisdiction referred to in Section 18(a)(i) above, there is a change in
    the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
    party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
    at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with
    the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion
    Date.

   

  (c)          Any
    amount due from the Purchaser under this provision shall be due as a separate debt and shall not be affected by judgment being
    obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.

   

  21.         Entire
    Agreement. This Agreement, the other Transaction Documents and the schedules and exhibits attached
      hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between
      the Seller, the Purchaser, its Subsidiaries, their affiliates, the Borrower, its subsidiaries, their affiliates, and Persons acting
      on their behalf, including, without limitation, any transactions by the Seller with respect to Common Stock or the Shares, and
      the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits
      attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely
      with respect to the matters covered herein and therein. Except as specifically set forth herein or therein, neither the Purchaser,
      nor the Borrower nor the Seller makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification
      purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in
      writing signed by the Purchaser, the Borrower and the Seller and any amendment to any provision of this Agreement made in conformity
      with the provisions of this Section 19 shall be binding on each of the parties hereto. No waiver shall be effective unless it is
      in writing and signed by an authorized representative of the waiving party. Neither Purchaser, nor the Borrower has, directly or
      indirectly, made any agreements with the Seller relating to the terms or conditions of the transactions contemplated by the Transaction
      Documents except as set forth in the Transaction Documents. As a material inducement for the Seller to enter into this Agreement,
      (I) the Purchaser expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by the
      Seller, any of its advisors or any of its representatives shall affect the Seller’s right to rely on, or shall modify or
      qualify in any manner or be an exception to any of, the Purchaser’s representations and warranties contained in this Agreement
      or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded
      by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect
      the Seller’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Purchaser’s
      representations and warranties contained in this Agreement or any other Transaction Document and (II) the Borrower expressly acknowledges
      and agrees that (x) no due diligence or other investigation or inquiry conducted by the Seller, any of its advisors or any of its
      representatives shall affect the Seller’s right to rely on, or shall modify or qualify in any manner or be an exception to
      any of, the Borrower’s representations and warranties contained in this Agreement or any other Transaction Document and (y)
      nothing contained in any of filing by Borrower with the SEC or any other Governmental Entity shall affect the Seller’s right
      to rely on, or shall modify or qualify in any manner or be an exception to any of, the Borrower’s representations and warranties
      contained in this Agreement or any other Transaction Document.

   

  
  
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  22.         Termination.
    In the event that the Closing shall not have occurred on or prior to the Business Day immediately
      following the Outside Date (as defined in the Transaction Agreement), then each of the parties hereto shall have the right to terminate
      its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without
      liability of such party to any other party; provided, however, (i) the right to terminate this Agreement under this Section 20
      shall not be available to such Person if the failure of the transactions contemplated by this Agreement to have been consummated
      by such date is the result of such Person’s breach of this Agreement and (ii) no such termination shall affect any obligation
      of the Borrower under this Agreement to reimburse the Seller for the expenses described in Section 9 above. Nothing contained in
      this Section 20 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
      of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
      other party of its obligations under this Agreement or the other Transaction Documents. 

   

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    left blank.]‎

   

  
  
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  IN WITNESS WHEREOF, each
    of the parties hereto has caused this Agreement to be ‎duly executed by its respective offices, thereunto duly authorized,
    all as of the date first set forth ‎above.‎

   

  	 	‎SELLER:
	 	 
	 	HT INVESTMENTS MA LLC
	 	 	 
	 	By:	/s/ Eric Helenek
	 	 	
          Name: Eric Helenek

          Title:

        


   

  
  
    	 	 	 


  

  
      

  

  
   

  IN WITNESS WHEREOF, each
    of the parties hereto has caused this Agreement to be ‎duly executed by its respective offices, thereunto duly authorized,
    all as of the date first set forth ‎above.‎

  ‎

  	 	PURCHASER:
	 	 
	 	TILRAY BRANDS, INC.
	 	 	 
	 	By:	/s/ Mitchell Gendel
	 	 	
          Name: Mitchell Gendel

          Title: Global General Counsel

           

        


  
  
    	 	 	 


  

  
      

  

  
   

  IN WITNESS WHEREOF, each
    of the parties hereto has caused this Agreement to be ‎duly executed by its respective offices, thereunto duly authorized,
    all as of the date first set forth ‎above.‎

   

  	 	BORROWER:
	 	 
	 	HEXO CORP.
	 	 	 
	 	By:	/s/ Scott Cooper
	 	 	
          Name: Scott Cooper

          Title: