Execution Version


 


 


 Exhibit
10.1


 


 


 











SUBSCRIPTION
AGREEMENT





between




BT DE INVESTMENTS INC.




and




CHARLOTTE’S WEB HOLDINGS, INC.


 


 


NOVEMBER 14, 2022


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 


 


 


[Certain information
indicated by [***] has been excluded from this Exhibit 10.1 because it is private or confidential and not material.]


 


 




    	 



    	 



    

TABLE OF CONTENTS


ARTICLE
1

DEFINITIONS AND INTERPRETATION


	Section
    1.1	Definitions.	1
	Section
    1.2	Gender
    and Number.	12
	Section
    1.3	Headings,
    etc.	12
	Section
    1.4	Currency.	12
	Section
    1.5	Certain
    Phrases, etc.	12
	Section
    1.6	Knowledge
    of the Company.	13
	Section
    1.7	Accounting
    Terms.	13
	Section
    1.8	Schedules.	13
	Section
    1.9	Company
    Covenants and Agreements.	13
	Section
    1.10	References
    to Persons and Agreements.	13
	Section
    1.11	Statutes.	13
	Section
    1.12	Non-Business
    Days.	14
	Section
    1.13	No Presumption.	14


 


ARTICLE
2

PURCHASE AND SALE OF CONVERTIBLE DEBENTURE


	Section
    2.1	Purchase
    and Sale of Convertible Debenture.	14
	Section
    2.2	Purchase
    Price.	14
	Section
    2.3	Use of
    Proceeds.	14


 


ARTICLE
3

REPRESENTATION AND WARRANTIES


	Section
    3.1	Representations
    and Warranties of the Company.	15
	Section
    3.2	Representations
    and Warranties of the Purchaser.	15


 


ARTICLE
4

CLOSING DELIVERIES


	Section
    4.1	Closing
    Deliveries.	15


 


ARTICLE
5

POST-CLOSING COVENANTS


	Section
    5.1	Reserved.	16


 


ARTICLE
6

SURVIVAL AND INDEMNIFICATION


	Section
    6.1	Survival
    of Representations and Warranties.	16
	Section
    6.2	Indemnification.	16


 




    	 	( i )	 



     


    

 


ARTICLE
7

GENERAL PROVISIONS


	Section
    7.1	No
    Obligation to Finance.	17
	Section
    7.2	Governing
    Law and Jurisdiction.	17
	Section
    7.3	Notices.	18
	Section
    7.4	Time
    of the Essence.	19
	Section
    7.5	Expenses.	19
	Section
    7.6	Severability.	19
	Section
    7.7	Entire
    Agreement.	19
	Section
    7.8	Successors
    and Assigns.	20
	Section
    7.9	Third
    Party Beneficiaries.	20
	Section
    7.10	Amendments.	20
	Section
    7.11	Waiver.	20
	Section
    7.12	Further
    Assurances.	20
	Section
    7.13	Confidentiality.	21
	Section
    7.14	Public
    Notices and Press Releases.	22
	Section
    7.15	Counterparts.	22


 


ADDENDA


Schedule A Representations
and Warranties of the Company


Schedule B Representations
and Warranties and Acknowledgements of the Purchaser


 


 




    	 	( ii )	 



     


    

SUBSCRIPTION
AGREEMENT


This
SUBSCRIPTION AGREEMENT dated November 14, 2022 (this “Agreement”) is made by and between BT DE INVESTMENTS INC., a
corporation existing under the Laws of the State of Delaware (the “Purchaser”), and CHARLOTTE’S WEB HOLDINGS, INC.,
a corporation existing under the Act (the “Company”).


RECITALS:


		A.	The Purchaser
                                            wishes to purchase from the Company, and the Company wishes to issue and sell to the Purchaser,
                                            on a private placement basis, the Convertible Debenture for an aggregate purchase price of
                                            $75,341,080 (the “Investment”).



		B.	The Purchaser
                                            and the Company wish to enter into this Agreement to record their agreement in respect of
                                            the Investment.



NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:


ARTICLE
1

DEFINITIONS AND INTERPRETATION


Section
1.1     Definitions.


Whenever used
in this Agreement, the following terms shall have the meanings set forth below:


“Act”
means the Business Corporations Act (British Columbia).


“Affiliate”
means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls,
is Controlled by, or is under common Control with, such specified Person; provided, that, with respect to the Purchaser,
“Affiliate” shall also include (1) BAT Parent and (2) all entities in which BAT Parent owns, directly or indirectly, an equity
ownership of at least 50%.


“Agreement”
has the meaning ascribed to such term in the preamble to this Agreement.


“Anti-Corruption
Laws” means the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act 2010 (United Kingdom),
the Foreign Corrupt Practices Act of 1977 (United States) and any other analogous Laws.


“Anti-Spam
Laws” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that
discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications
Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act
(Canada) and any other analogous Laws.


“Authorization”
means, with respect to any Person, any Order, license, permit, certification, approval, registration, consent, authorization, clearance,
franchise, qualification, filing, privilege, variance or exemption issued or granted by, or any Contract with, any Governmental Authority
having jurisdiction over such Person and/or any of its assets or any applicable stock exchange on which securities of such Person may
be listed, as the same may have been, or may from time to time be, amended, supplemented or replaced.


 




    	 	 1	 



     


    

 


“Bankruptcy
Event” means, with respect to any Person, such Person: (1) committing an act of bankruptcy; (2) becoming insolvent; (3) proposing
a compromise or arrangement to creditors generally; (4) a bankruptcy or receivership Order being granted by a court of competent jurisdiction
against it; (5) making a voluntary assignment in bankruptcy; (6) taking any proceedings (a) with respect to a compromise or arrangement,
(b) to be declared bankrupt or wound-up, or (c) to have a receiver appointed for all or any of its property; or (7) having any execution
or distress become enforceable against or levied upon all or any of its assets; in each case, under or pursuant to Bankruptcy Laws.


“Bankruptcy
Laws” means, collectively, all bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting
creditors’ rights generally.


“BAT Parent”
means British American Tobacco plc.


“Board”
means the board of directors of the Company, as the same may be constituted from time to time.


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, New York City, New
York or London, United Kingdom are authorized or required by Law to close.


“Business
Sustainability Breach” means, in respect of private business dealings or in dealings with the public or government sector (whether
in relation to the affairs of the Company or any of its Subsidiaries), whether directly or indirectly, any of:


		(1)	giving, making,
                                            offering or receiving or agreeing to give, make, offer or receive any payment, gift or other
                                            advantage which would violate any Anti-Corruption Laws;



		(2)	receiving, agreeing
                                            or attempting to receive the benefits of or profits from a crime or agreeing to assist any
                                            Person to retain the benefits of or profits from a crime; and



		(3)	involvement in
                                            or attempted involvement in modern slavery or human trafficking or agreeing or attempting
                                            to assist any Person that is involved in modern slavery or human trafficking in any activity
                                            which would violate Human Trafficking Laws.



“Cannabis”
means (1) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies (including sativa,
indica and ruderalis), including wet and dry material, derivatives, trichomes, oil and extracts from cannabis (including cannabinoid
or terpene extracts from the cannabis plant); and (2) biologically or synthetically synthesized analogs of cannabinoids extracted
from the cannabis plant using micro-organisms, including (a) cannabis and marijuana or marihuana (as such term is defined under Law,
including the Cannabis Act and Section 802 of Title 21 of the United States Code) and (b) “hemp” or “industrial hemp”
(as is defined in the Industrial Hemp Regulations issued under the Cannabis Act, Section 1639(o) of Title 7 of the United States Code,
or other applicable Laws).


“Cannabis
Act” means the Cannabis Act (Canada).


“Cannabis
Authorizations” means all Authorizations issued or granted, or required to be issued or granted, to a Person under or pursuant
to Cannabis Laws, including all Contracts with Governmental Authorities thereunder or relating to Cannabis Laws.


“Cannabis
Laws” means all Laws and other statutory requirements relating to Cannabis, including the Cannabis Act, and all Cannabis Authorizations.







    	 	 2	 



     


    

 


“Claim”
means any action, charge, claim, demand, litigation, cause of action, suit, arbitration, proceeding, citation, summons, subpoena, hearing,
complaint, assessment, inquiry or investigation of any nature, civil, criminal, regulatory, prosecutorial or otherwise, at law or in
equity, by or before any Governmental Authority or similar body.


“Closing”
means the closing of the purchase and sale of the Convertible Debenture pursuant to this Agreement.


“Code”
means the Internal Revenue Code of 1986, as amended.


“Common
Shares” means the common shares in the capital of the Company.


“Company”
has the meaning ascribed to such term in the preamble to this Agreement.


“Company
Fundamental Representations” means, collectively, the representations and warranties relating to the Company and its Subsidiaries
in the following Sections of Schedule A: Section (1) (Incorporation and Organizational Matters), Section (2)
(Corporate Authorization, Qualification and Power), Section (3) (Execution and Binding Obligation), Section (4)
(Authorized and Issued Capital), Section (5) (No Bankruptcy), Section (6) (Organizational Structure
and Ownership of Subsidiaries), Section (8) (No Prospectus), Section (9) (Underlying Shares to be Issued
as Fully Paid), Section (11) (No Conflict), Section (13) (Money Laundering), Section (14) (Corrupt
Practices), Section (15) (Sanctions) and Section (16)(b) (Public Disclosure, Securities Laws and TSX Matters).


“Company
Indemnified Persons” has the meaning ascribed to such term in Section 6.2(b).


“Company
Intellectual Property” means Intellectual Property owned by, licensed to or used by the Company or any of its Subsidiaries.


“Company
Option” means an option to purchase Common Shares issued or issuable pursuant to the Equity Incentive Plans, as the context
requires.


“Company
Restricted Stock” means the Company’s Common Shares issued or issuable as restricted stock awards or units pursuant to
the Equity Incentive Plans, as the context requires.


“Company Shareholders”
means, collectively, all Persons that own and/or control, directly or indirectly, Common Shares, and “Company Shareholder”
means any one of them, as the context requires.


 


“Company Warrant”
means a warrant to purchase Common Shares pursuant to the terms of the Contract governing the issuance or grant thereof.


 


 




    	 	 3	 



     


    

 


“Confidential
Information” means, with respect to the Company and its Subsidiaries, on the one hand, and the Purchaser and its Affiliates,
on the other hand, all confidential or proprietary information, intellectual property and confidential facts relating to the business
and affairs of the Company and its Subsidiaries, on the one hand, or the Purchaser and its Affiliates, on the other hand, respectively,
including their respective customers, products, services, technology, trade secrets, know-how, systems and operations; provided,
that “Confidential Information” does not include any information that: (1) is or becomes generally available to the
public other than as a result of disclosure, directly or indirectly, by the Purchaser or any of its Affiliates or any of their respective
Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other
hand, in violation of Section 7.13; (2) is or becomes available to the Purchaser or its Affiliates or any of their respective
Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other
hand, on a non-confidential basis from a source other than the other or any of its Representatives, as applicable, unless the applicable
Person knew, after reasonable inquiry, that such source was prohibited from disclosing the information to it by a contractual, fiduciary
or other legal obligation; or (3) the Purchaser, on the one hand, or the Company, on the other hand, can show was independently acquired
or developed by or on behalf of the Purchaser or any of its Affiliates or any of their respective Representatives, on the one hand, or
by the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, prior to the disclosure by or
on behalf of the other of, and without the use of any, Confidential Information.


“Contract”
means any agreement, indenture, contract, lease, deed of trust, license, option, instruments, arrangement, obligation, understanding
or other commitment, in each case whether written or oral.


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs, management and policies of
a Person, whether through the ownership of voting securities or partnership or other interests, by Contract or otherwise. The terms “Controlling”
and “Controlled by” shall have correlative meanings.


“Controlled
Group” means, collectively, all trades or businesses (whether or not incorporated) (i) under common control with the Company within
the meaning of Section 414(t) of the Code or (ii) which together with the Company is treated as a single employer under Section 414(t)
of the Code.


“Convertible
Debenture” means the convertible debenture due on the seventh anniversary of the Closing in an aggregate principal amount of
$75,341,080 issued on and dated as of the date hereof.


“COVID
Program” has the meaning ascribed to such term in Section (23)(e) of Schedule A.


“Data Protection
Authority” means any Governmental Authority responsible for the enforcement of Data Protection Laws.


“Data Protection
Laws” means all Laws relating to privacy and/or the processing of Personal Data, including PIPEDA and any similar or analogous
Laws of any other jurisdiction.


“Disclosure
Letter” means the disclosure letter delivered by the Company to the Purchaser concurrently with the execution of this Agreement.


“Disclosure
Record” means, collectively, all documents publicly filed by the Company on SEDAR or EDGAR under applicable Securities Laws.


 




    	 	 4	 



     


    

 


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system.


“Employee
Plans” has the meaning ascribed to such term in Section (23)(j) of Schedule A.


“Encumbrance”
means, with respect to any property or asset, any mortgage, lien (statutory or otherwise), pledge, charge, security interest, hypothec,
prior Claim, occupancy right, right of first refusal or offer, adverse Claim, lease, easement, license, option, title retention agreement
or arrangement, conditional sale, deemed or statutory trust, restrictive covenant or other encumbrance of any nature, in each case, whether
contingent or absolute.


“Environmental
Laws” means all Laws and Contracts with Governmental Authorities and all other statutory requirements, relating to public health,
the protection of the environment, or the generation, transportation, storage, treatment or disposal of any Hazardous Materials, and
all Authorizations issued or granted pursuant to or under such Laws, Contracts and other statutory requirements.


“Equity
Incentive Plans” means, collectively, all plans of the Company and/or any of its Subsidiaries in effect from time to time pursuant
to which securities of the Company and/or any of its Subsidiaries may be issued, or options or other securities convertible or exercisable
into, or exchangeable for, securities of the Company and/or any of its Subsidiaries may be granted, to the Persons set out therein (including
the equity incentive plan approved by the Company Shareholders at the annual and special meeting of the Company Shareholders held on
June 9, 2021).


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


“Financial
Statements” means, collectively, the: (1) audited consolidated financial statements of the Company and its Subsidiaries, as
applicable, as at and for the years ended December 31, 2021 and December 31, 2020, including the notes thereto together with any auditor’s
report thereon as at and for the periods included therein; and (2) unaudited consolidated financial statements of the Company and its
Subsidiaries as at and for the period ended September 30, 2022 (the “Financial Statements Date”).


“GAAP”
means United States generally accepted accounting principles.


“Governmental
Authority” means (1) any domestic or foreign government, whether national, federal, provincial, state, regional, territorial,
municipal or local (whether administrative, legislative, executive or otherwise); (2) any domestic or foreign agency, authority, ministry,
department, regulatory authority, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory,
prosecutorial or administrative powers or functions of, or pertaining to, government, including Health Canada, the United States Food
and Drug Administration, the United States Department of Agriculture, the United States Drug Enforcement Agency and any other applicable
regulatory authorities, whether national, federal, provincial, state, regional, territorial, municipal or local (whether administrative,
legislative, executive or otherwise), with oversight of the Cannabis industry and any business or operations within the Cannabis industry
generally; and (3) any court, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial,
quasi-judicial, administrative or similar functions, including the Securities Regulators.


“Hazardous
Materials” means, collectively, petroleum, petroleum hydrocarbons, petroleum products or petroleum by-products, radioactive
materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mould, lead or lead-containing
materials, and polychlorinated biphenyls, and any other chemical, material, natural or artificial substance, waste or thing (whether
in a solid, gas, liquid, gas, vapour or other form) in any amount or concentration that is: (1) defined as or included in the definition
of “hazardous substances”, “hazardous materials”, “hazardous wastes”, “extremely hazardous
wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “pollutants”,
“deleterious substances”, “dangerous goods”, “corrosive substances”, “regulated substances”,
“solid wastes” or “contaminants” or words of similar import under any Environmental Laws; or (2) otherwise regulated
under or for which liability can be imposed under Environmental Laws, or that is reasonably capable (alone or in combination) of causing
harm to humans or any other living organism, or of damaging the environment or public health or welfare (including controlled, clinical,
special or hazardous waste, polluting, toxic or dangerous substances, radiation, noise, vibration, electricity and heat).







    	 	 5	 



     


    

 


“Human
Trafficking Laws” means the Modern Slavery Act 2015 (United Kingdom), the Criminal Code of Canada and the Immigration
and Refugee Protection Act (Canada) and any other analogous Laws.


“Indebtedness”
means, with respect to any Person, without duplication: (1) all indebtedness for borrowed money; (2) that portion of obligations with
respect to capital leases that is properly classified as a liability on a balance sheet prepared in conformity with GAAP; (3) notes payable
and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (4) any obligation
owed for all or any part of the deferred purchase price of property or services; (5) all indebtedness secured by any Encumbrance on any
property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such
Person or is non-recourse to the credit of such Person; (6) the face amount of any letter of credit or banker’s acceptance issued
or accepted, as the case may be, for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings
or otherwise; (7) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the Ordinary Course), co-making,
discounting with recourse or sale with recourse by such Person of the obligation of another Person (or such Person in a different capacity);
(8) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any Contract relating thereto will be complied with, or the holders thereof will be
protected (in whole or in part) against loss in respect thereof; (9) all obligations of such Person in respect of which interest charges
are customarily paid; and (10) all net obligations, determined on a marked-to-market-basis, of such Person in respect of any exchange
traded or over the counter derivative transaction, whether entered into for hedging or speculative purposes or otherwise.


“Indemnified
Persons” has the meaning ascribed to such term in Section 6.2(b).


“Information”
means, collectively: (1) know-how (including trade secrets and other unpatented or unpatentable proprietary or Confidential Information,
systems or procedures); (2) computer software, inventions, designs and other industrial or intellectual property of any nature whatsoever;
(3) any information of a scientific, technical, or business nature; (4) pharmacological, medicinal chemistry, biological, chemical, biochemical,
toxicological and clinical test data, analytical and quality control data and stability data; (5) process, horticultural and development
information, results and data; (6) research, developmental, and demonstration work; (7) data and data files; and (8) all other information,
methods, processes, formulations and formulae. For greater certainty, “Information”: (a) may be embodied in or on any media,
including hardware, software and/or documentation; (b) includes inventions to the extent such inventions are not included in Intellectual
Property Rights; and (c) may include elements of public or non-proprietary information (provided, that the compilation
of such public or non-proprietary information with or without other proprietary information results in such compilation being considered
as proprietary to the Person compiling such information).







    	 	 6	 



     


    

 


“Intellectual
Property” means, collectively, all Intellectual Property Rights and Information.


“Intellectual
Property Rights” means, collectively, all intellectual property rights as recognized under the Laws of Canada or any other
countries or jurisdictions, including rights in and to Patents, Trademarks, copyrights, industrial designs and other intellectual property,
and includes all applications or registrations, including any continuations, continuations in part, reissues, re-examinations, renewals
and extensions thereof and amendments thereto, and rights to apply in any or all countries of the world for such registrations and applications,
rights to bring a Claim, at law, in equity or otherwise, for any past, present and/or future infringement, violation or misappropriation,
rights and privileges arising under Laws, and other industrial or intellectual property rights of the same or similar effect or nature
in any jurisdiction relating to the foregoing throughout the world, and all goodwill associated with the foregoing.


“Investment”
has the meaning ascribed to such term in the recitals to this Agreement.


“Investor
Rights Agreement” means the Investor Rights Agreement entered into between the Purchaser and the Company in connection with
the Closing.


“IRS”
means the Internal Revenue Service.


“Law”
means any and all applicable: (1) foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common
law or equity, rule, municipal bylaw, Order or other requirement having the force of law; (2) policy, practice, protocol, standard or
guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority
as requiring compliance as if it had the force of law; and (3) rules of the TSX or such other national stock or securities exchange in
the United States or Canada on which the Common Shares are principally traded.


“Leased
Real Property” means, collectively all leasehold or sub-leasehold estates and other rights to license, use or occupy any land,
buildings, structures, improvements, fixtures or other interests in real property held by the Company or any of its Subsidiaries.


“Losses”
has the meaning ascribed to such term in Section 6.2.


“Material
Adverse Effect” means any change (including a decision to implement such a change made by the Board or by senior management
of the Company who believe that confirmation of the decision of the Board is probable), event, occurrence, violation, inaccuracy, circumstance,
development or effect that is, individually or in the aggregate, or would reasonably be expected to be, individually or in the aggregate,
materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition
(financial or otherwise) or results of operations of the Company and/or its Subsidiaries, taken as a whole, except any such change, event,
occurrence, violation, inaccuracy, circumstance, development or effect resulting from or arising in connection with:


 




    	 	 7	 



     


    

 


		(1)	any
                                            change, development or condition in or relating to global, national or regional political
                                            conditions or in general economic, business, banking, regulatory, currency exchange, interest
                                            rate, rates of inflation or market conditions or in national or global financial, debt, commodities
                                            or capital markets;



		(2)	any
                                            change in the credit, debt, financial or capital markets, or changes in interest or exchange
                                            rates, in each case, in Canada and/or the United States;



		(3)	any
                                            change or proposed change in Laws affecting the Company or any of its Subsidiaries or their
                                            customers, or changes, or the adoption, proposal or implementation of changes, in GAAP, or
                                            the interpretation of any of the foregoing; 



		(4)	any
                                            national or international disasters, calamities, emergencies, the continuation or escalation
                                            of the COVID-19 pandemic, or any military conflict, outbreak or escalation of hostilities,
                                            declared or undeclared war, or act of foreign or domestic terrorism; or



		(5)	the
                                            execution of this Agreement and the public announcement of the transactions contemplated
                                            hereby in compliance with the terms of this Agreement and the other Transaction Agreements;
                                            



provided, that:
(a) with respect to clauses (1) through (4) above, such matter does not have a materially disproportionate effect on the Company and
its Subsidiaries, taken as a whole, relative to other comparable Persons operating in the industries and businesses in which the Company
and its Subsidiaries operate; and (b) references in this Agreement and the other Transaction Agreements to dollar amounts are not intended
to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred.


“Material
IP Contracts” means all Contacts to which the Company or any of its Subsidiaries is a party, or by which the Company or any
of its Subsidiaries, or any of their properties or assets, may be bound, a material purpose of which is the development, maintenance,
use, licensing, transfer, or disclosure of Intellectual Property, in each case other than (i) contracts for commercially available software,
(ii) non-exclusive licenses of Intellectual Property granted in connection with the provision of products or services that are entered
into in the Ordinary Course between the Company or any of its Subsidiaries and any third party (including customers, contractors, consultants,
vendors and suppliers), (iii) non-disclosure, confidentiality and other similar contracts entered into in the Ordinary Course, and (v)
personnel invention assignment agreements.


“Material
Contract” has the meaning ascribed to such term in Section 21(a)(xii) of Schedule A.


“Misrepresentation”
has the meaning ascribed to such term in applicable Securities Laws.


“Money
Laundering Laws” has the meaning ascribed to such term in Section 13 of Schedule A.


“NI 45-106”
means National Instrument 45-106 - Prospectus Exemptions.


“NI 51-102”
means National Instrument 51-102 - Continuous Disclosure Obligations.


“NI 52-109”
means National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings.


“Notice”
has the meaning ascribed to such term in Section 7.3.


“OFAC”
means the Office of Foreign Assets Control of the Department of Treasury of the United States.


 




    	 	 8	 



     


    

 


“OHSA”
has the meaning ascribed to such term in Section 23(g) of Schedule A.


“Order”
means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.


“Ordinary
Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such
Person (including with respect to quantity, subject to reasonable adjustments for inflation, and frequency) and is taken in the ordinary
course of normal operations of such Person. For the avoidance of doubt, any extraordinary actions taken in response to the COVID-19 pandemic
are not “ordinary course” for purposes of this definition.


“Owned
Real Property” means, collectively, all land, together with all buildings, structures, improvements and fixtures located thereon,
and all easements and other rights and interests appurtenant thereto, owned by the Company or any of its Subsidiaries.


“Parties”
means, collectively, the Purchaser and the Company, and “Party” means any one of them, as context requires.


“Patents”
means, collectively, all patents and applications arising or under the Laws of Canada, the United States or any other jurisdiction, country
or region, including national and regional patents and applications and international patent applications, including, without limitation:
(1) patent applications and issued patents therefor, and equivalent rights under the Patent Act (Canada) and the Patent Act
(United States), including (a) utility patents, design patents, originals, provisionals, non-provisionals, divisionals, reissues,
renewals, re-examinations, continuations, continuations-in-part, continuing prosecution applications, requests for continuing examinations
and extensions, and applications for the foregoing, and (b) patent applications and issued patents for plant patents; (2) applications
and issued registrations for plant varietals, including applications and registrations under the Plant Breeders’ Rights Act
(Canada) and the Plant Variety Protection Act (United States); (3) national and multinational counterparts of such patent
and plant varietal applications, and issued patents or registrations applied for or registered in any and/or all countries of the world;
(4) all rights to claim priority from and to apply in any and/or all countries of the world for such applications and issued patents
or registrations, including all rights provided by multinational treaties or conventions for any of the foregoing; and (5) inventions
and plant varietals described in any such applications and issued patents or registrations, including those that are included in any
claim, capable of being reduced to a claim or could have been included as a claim in any such pending patent applications and issued
patents.


“Permitted
Encumbrances” means, collectively, the Encumbrances described in Section 1.1 of the Disclosure Letter under the heading
“Permitted Encumbrances”, but only to the extent that any such Encumbrance conforms to the description thereof in Section
1.1 of the Disclosure Letter under the heading “Permitted Encumbrances” and has been complied with by the Company and/or
its Subsidiaries in all material respects in accordance with the terms thereof.


“Person”
means any individual, corporation, partnership, limited partnership, firm, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, Governmental Authority or other entity.


“Personal
Data” means any “personal information” (within the meaning of PIPEDA), and any other information relating to an
identifiable Person that can be directly or indirectly identified in particular by reference to an identifier.


 




    	 	 9	 



     


    

 


“PIPEDA”
means the Personal Information Protection and Electronic Documents Act (Canada).


“Publicly
Available Software” means, collectively: (1) any software that contains, or is derived in any manner (in whole or in part)
from, any software that is distributed as “free software” or “open source software” (e.g., Linux), or
pursuant to “open source,” “copyleft” or similar licensing and distribution models; and (2) any software that
requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into,
derived from, or distributed with such software be (a) disclosed or distributed in source code form, (b) licensed for the purpose of
making derivative works or (c) redistributable at no or minimal charge.


“Purchase
Price” has the meaning ascribed to such term in Section 2.2.


“Purchaser”
has the meaning ascribed to such term in the preamble to this Agreement.


“Purchaser
Indemnified Persons” has the meaning ascribed to such term in Section 6.2(a).


“Qualifying
Jurisdictions” means, collectively, all of the provinces and territories of Canada.


“Registered
Company Intellectual Property” has the meaning ascribed to such term in Section 26(b) of Schedule A.


“Regulatory
Approvals” means, collectively: (1) the TSX Conditional Approval; and (2) any other consent, waiver, permit, exemption, review,
order, decision, notice or approval of, or any registration and/or filing with, any Governmental Authority, or the expiry, waiver or
termination of any waiting period imposed by Law or a Governmental Authority, in each case, required in connection with the Investment
and the transactions contemplated under this Agreement and the other Transaction Agreements, as determined by the Purchaser, acting reasonably.


“Representative”
means, with respect to any Person, such Person’s directors, officers, employees, agents, consultants, insurers, financing sources,
legal counsel, accountants, advisors and other representatives; provided, that, with respect to the Purchaser and its Affiliates
for purposes of Section 7.13, “Representative” shall also include a prospective purchaser of the Convertible Debenture
or Common Shares from the Purchase or Affiliate that agrees to be bound by the provisions of Section 7.13(1), mutatis mutandis.


“Sanctioned
Country” means a country or territory that is the subject of comprehensive country-wide or territory-wide Sanctions from time
to time. As of the date hereof, Sanctioned Country means each of the following: Cuba, Iran, North Korea, Syria and the so-called Donetsk
People’s Republic, so-called Luhansk People’s Republic, and the territory of Crimea.


“Sanctioned Person”
means a Person that is: (a) listed on a Sanctions List; (b) ordinarily resident or located in, or organised under the laws of, a Sanctioned
Country; and/or (c) 50% or more owned, directly or indirectly, individually or in the aggregate, or controlled by, or acting on behalf
or at the direction of, a Person referred to in (a) or (b).


“Sanctions”
means any trade, anti-terrorism, economic or financial sanctions Laws, regulations, embargoes or restrictive measures administered, enacted
or enforced from time to time by a Sanctions Authority.


“Sanctions
Authority” means: (1) the United States; (2) the European Union; (3) United Kingdom; (4) United Nations; (5) Canada; and (6)
any government and official institution or agency of the foregoing, including OFAC, the US Department of State, His Majesty’s Treasury,
the Minister of Foreign Affairs (Canada) and the Governor in Council (Canada).







    	 	 10	 



     


    

 


“Sanctions
List” means the Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identification List maintained
by OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, regulations made under the
Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign
Officials Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada) or any similar list maintained by, or
public announcement of a Sanctions designation made by, a Sanctions Authority.


“Schedule”
means a schedule attached to and forming an integral part of this Agreement.


“Securities
Laws” means, collectively, the United States federal securities Laws and the securities Laws of each of the provinces and territories
of Canada and any other jurisdictions in which the Common Shares are listed, and the respective regulations, instruments and rules made
thereunder, together with all applicable published policy statements, notices, blanket orders, “no action” letters and rulings
of the applicable Securities Regulators and the securities commissions or other securities regulatory authorities of each other jurisdiction
in which the Common Shares are listed, including the applicable rules and requirements of the TSX.


“Securities
Regulators” means, collectively, the United States Securities and Exchange Commission and the securities commissions or other
securities regulatory authorities in each of the Qualifying Jurisdictions.


“SEDAR”
means the System for Electronic Document Analysis and Retrieval.


“Subsidiaries”
means, with respect to any Person, any other Person with respect to which the first Person (i) has the right to elect a majority of the
board of directors or other Persons performing similar functions or (ii) beneficially owns more than 50% of the voting stock (or of any
other form of voting or Controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly
through one or more other Persons.


“Tax Act”
means the Income Tax Act (Canada).


“Tax Returns”
means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic
or other form), including any amendments, schedules, attachments, supplements, appendices and/or exhibits thereto, as applicable, made,
prepared, filed or required by a Governmental Authority to be made, prepared or filed by Law in respect of Taxes.


“Taxes”
means any and all: (1) taxes, duties, fees, excises, premiums, assessments, imposts, levies, expansion fees and other charges of any
kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional
amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income,
gross receipts, profits, gains, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use,
value-added, excise, special assessment, stamp, withholding, business, franchising, property, real or personal property, development,
occupancy, employee health, payroll, employment, workers’ compensation, employment or unemployment, severance, health, social services,
education, utility and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping,
all license, franchise and registration fees and all employment insurance, health insurance and other pension plan premiums or contributions
imposed by any Governmental Authority; (2) interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental
Authority on or in respect of amounts of the type described in clause (1) or this clause (2); (3) any liability for the payment of any
amounts of the type described in clauses (1) or (2) as a result of being a member of an affiliated, consolidated, combined or unitary
group for any period; and (4) any liability for the payment of any amounts of the type described in clauses (1) or (2) as a result of
any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any
Person.







    	 	 11	 



     


    

 


“Trademarks”
means all trade or brand names, business names, trademarks, service marks, certification marks, logos, slogans, corporate names, uniform
resource locators, domain names, trading styles, commercial symbols and other source and business identifiers, trade dress, distinguishing
guises, tag lines, designs and general intangibles of like nature, whether or not registered or the subject of an application for registration
and whether or not registrable and all goodwill associated therewith.


“Transaction
Agreements” means, collectively, this Agreement, the Convertible Debenture, the Investor Rights Agreement and all agreements,
certificates and other instruments delivered pursuant hereto and thereto.


“TSX”
means the Toronto Stock Exchange.


“TSX Conditional
Approval” means the conditional approval of the TSX dated as of November 14, 2022, conditionally approving the issuance of
the Convertible Debenture, the issuance of the Underlying Shares, the listing of the Underlying Shares on the TSX and the other transactions
contemplated by this Agreement and the other Transaction Agreements.


“Underlying
Shares” means Common Shares for which the Convertible Debenture is convertible.


“United
States” or “U.S.” means the United States of America, its territories and possessions, any state of the United
States and the District of Columbia.


Section
1.2     Gender and Number.


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


Section
1.3     Headings, etc.


The
provision of a Table of Contents, the division of this Agreement into Articles and Sections, and the insertion of headings, are for convenience
of reference only and do not affect the interpretation of this Agreement.


Section
1.4     Currency.


All
references in this Agreement to dollars or to $ are expressed in Canadian dollars unless otherwise specifically indicated.


Section
1.5     Certain Phrases, etc.


In
this Agreement, unless otherwise specified:


 




    	 	 12	 



     


    

 


		(1)	the
                                            words “including”, “includes”
                                            and “include” mean “including
                                            (or includes or include) without limitation”;



		(2)	the
                                            phrase “the aggregate of”, “the
                                            total of”, “the sum of”
                                            or a phrase of similar meaning means “the aggregate
                                            (or total or sum), without duplication, of”;



		(3)	the
                                            words “Article”, “Section”
                                            and “Schedule” followed by a number mean and refer to the specified Article,
                                            Section or Schedule of this Agreement; and



		(4)	in
                                            the computation of periods of time from a specified date to a later specified date, the word
                                            “from” means “from and including” and the words “to”
                                            and “until” each mean “to but excluding”.



Section
1.6     Knowledge of the Company.


Where
any representation or warranty contained in this Agreement is qualified by reference to the “knowledge of the Company”, “the
Company’s knowledge”, or any other similar knowledge qualification, it refers to the actual knowledge of Jacques Tortoroli,
Jared Stanley and Greg Gould, in each case, without personal liability and after reasonable inquiry.


Section
1.7     Accounting Terms.


All
accounting terms not specifically defined in this Agreement are to be interpreted in accordance with GAAP.


Section
1.8     Schedules.


The
Schedules attached to this Agreement form an integral part of this Agreement for all purposes hereof.


 


Section
1.9     Company Covenants and Agreements.


All
covenants or agreements contained in this Agreement on the part of the Company shall also apply to its Subsidiaries, mutatis mutandis,
and each such covenant or agreement shall be construed as a covenant by the Company to cause (to the fullest extent permitted by Law)
such Subsidiary to perform or not perform the required action, as applicable, in accordance with the terms of such covenant or agreement,
mutatis mutandis.


Section
1.10     References to Persons and Agreements.


Any
reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted
assigns, as applicable. Except as otherwise provided in this Agreement, the term “Agreement” and any reference
to this Agreement, or to any other agreement, document or other instrument, includes, and is a reference to, this Agreement or such other
agreement, document or other instrument, as the same may have been, or may from time to time be, amended, restated, replaced, supplemented
or novated, and includes all schedules hereto.


Section
1.11     Statutes.


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


 




    	 	 13	 



     


    

 


Section
1.12     Non-Business Days.


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


Section
1.13     No Presumption.


This
Agreement is the product of negotiation by the Parties having the assistance of counsel and other advisers. It is the intention of the
Parties that neither Party shall be presumed to be the drafter hereof and that this Agreement not be construed more strictly with the
regard to one Party than to the other Party.


ARTICLE
2

PURCHASE AND SALE OF CONVERTIBLE DEBENTURE


 


Section
2.1     Purchase and Sale of Convertible Debenture.


		(1)	In reliance upon
                                            the representations and warranties of the Company set forth in Schedule A, the Purchaser
                                            hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the
                                            Purchaser, the Convertible Debenture, free and clear of all Encumbrances except restrictions
                                            imposed by Securities Laws and any applicable foreign and state securities Laws.



		(2)	The Convertible
                                            Debenture shall be issued contemporaneously herewith to the Purchaser by way of physical
                                            delivery of a certificate representing the Convertible Debenture registered in the name of
                                            the Purchaser (or in such other name as the Purchaser shall have notified the Company in
                                            writing not less than two Business Days prior to the date hereof).



Section
2.2     Purchase Price.


Contemporaneously
herewith the Purchaser shall pay or cause to be paid to the Company an amount in cash equal to $75,341,080 (the “Purchase Price”)
by wire transfer of immediately available funds to such account(s) of the Company designated in writing by the Company not less than
two Business Days prior to the date hereof.


Section
2.3     Use of Proceeds.


Unless
otherwise consented to in writing by the Purchaser in advance (which consent may be withheld or delayed in the Purchaser’s discretion),
the Parties acknowledge and agree that the proceeds of the Investment shall be used by the Company to fund the growth plan of the Company,
in each case (a) as approved by the Board or in accordance with the Company’s Board-approved budget; and (b) only in those jurisdictions
where it is legal to conduct such activities under all applicable Laws; provided, that the proceeds of the Investment shall
not be used, in whole or in part, for any of the following: (a) the payment of any dividend or other distribution on or in respect of
the Common Shares or any other securities in the capital of the Company (other than the Convertible Debenture); (b) the repurchase, redemption
or retraction of Common Shares or any other securities in the capital of the Company; (c) the payment of bonuses, incentive payments
or other similar amounts to directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries
outside the Ordinary Course or not consistent with past practice; or (d) for any conduct defined as “specified unlawful activity”
under Section 1956(c)(7) of Title 18 of the United States Code.


 




    	 	 14	 



     


    




ARTICLE
3

REPRESENTATION AND WARRANTIES



Section
3.1     Representations and Warranties of the Company.


The
Company represents and warrants to the Purchaser as set out in Schedule A as of the date hereof, and acknowledges that the Purchaser
and/or its Affiliates, as applicable, is relying on such representations and warranties in connection with entering into the Transaction
Agreements and consummating the transactions contemplated thereby.


Section
3.2     Representations and Warranties of the Purchaser.


The
Purchaser represents and warrants to the Company as set out in Schedule B as of the date hereof, and acknowledges that the Company
and/or its Affiliates, as applicable, is relying on such representations and warranties in connection with entering into the Transaction
Agreements and consummating the transactions contemplated thereby.


ARTICLE
4

CLOSING DELIVERIES





 


Section
4.1     Closing Deliveries.


		(1)	The Purchaser shall
                                            deliver to the Company the following contemporaneously herewith:



		(a)	Certificate
                                            of Status - a certificate of status or equivalent
                                            for the Purchaser dated no earlier than three Business Days prior to the date hereof; 



		(b)	Transaction
                                            Agreements - the other Transaction Agreements executed
                                            by the Purchaser and/or its applicable Affiliates, as applicable (other than the Convertible
                                            Debenture); and



		(c)	Board
                                            Resolutions - copies of resolutions of the board
                                            of directors of the Purchaser approving the execution and delivery of this Agreement and
                                            the other Transaction Agreements, and the consummation of the transactions contemplated hereby
                                            and thereby, certified by an officer of the Purchaser.



		(2)	The Company shall
                                            deliver to the Purchaser the following contemporaneously herewith:



		(a)	Certificate
                                            of Status - a certificate of status or equivalent
                                            for the Company and each of the Company’s Subsidiaries dated no earlier than three
                                            Business Days prior to the date hereof;



		(b)	Transaction
                                            Agreements - the other Transaction Agreements (other
                                            than the Convertible Debenture) executed by the Company and/or its applicable Affiliates,
                                            as applicable;



 


 




    	 	 15	 



     


    

 


		(c)	Convertible
                                            Debenture - the Convertible Debenture executed in
                                            original form by the Company;



		(d)	Board
                                            Resolutions - copies of resolutions of the Board
                                            approving the execution and delivery of this Agreement and the other Transaction Agreements,
                                            and the consummation of the transactions contemplated hereby and thereby, certified by an
                                            officer of the Company;



		(e)	Other
                                            Third Party Consents, etc. - copies of the executed
                                            consents, waivers, approvals, notices and Authorizations set out in Section 10 of
                                            the Disclosure Letter, in form and substance reasonably acceptable to the Purchaser.



		(f)	Legal
                                            Opinions - opinions from counsel to the Company;
                                            and



		(g)	Other
                                            Documents - copies of all such other documents, certificates,
                                            agreements or evidence as the Purchaser may reasonably request in order to effect or evidence
                                            the consummation of the transactions contemplated by this Agreement and the other Transaction
                                            Agreements, in each case, duly executed by the Company and/or its applicable Affiliates,
                                            as applicable.



ARTICLE
5

POST-CLOSING COVENANTS


         
 


Section
5.1     Reserved.


ARTICLE
6

SURVIVAL AND INDEMNIFICATION


 


Section
6.1     Survival of Representations and Warranties.


(i)                       
The representations, warranties and covenants
contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall survive
the Closing and shall terminate at the expiration of 18 months following Closing; provided, however, that (i) the
Company Fundamental Representations shall survive indefinitely; (ii) the representations and warranties contained in Section 28
of Schedule A shall survive until 60 days after the date on which the latest applicable limitation period under Law expires with
respect to any taxation year that is relevant in determining any liability with respect to those Tax matters.


Section
6.2     Indemnification.


		(a)	The
                                            Purchaser and its Affiliates are relying on the representations and warranties, certificates
                                            and covenants of the Company contained herein in connection with entering into this Agreement
                                            and the transactions contemplated herein and the Company agrees, as the Purchaser’s
                                            sole and exclusive remedy (except as otherwise contemplated in this Section 6.2(a)),
                                            to indemnify the Purchaser and its Affiliates, and their respective directors, officers,
                                            employees, agents and other representatives (collectively, the “Purchaser Indemnified
                                            Persons”), against all losses, claims, costs, expenses, damages or liabilities (collectively,
                                            “Losses”; provided, however, that “Losses” shall not include incidental,
                                            consequential, special, exemplary or punitive damages) which any of them may suffer or incur,
                                            directly or indirectly, as a result of or arising from a breach of any such representations,
                                            warranties, certifications and covenants; provided, that, the aggregate liability
                                            of the Company for indemnification pursuant to this Section 6.2(a) shall
                                            in no event exceed the Purchase Price. Notwithstanding anything contained in this Section
                                            6.2(a) or any other provision of this Agreement, the foregoing limitation
                                            shall not apply to, and the indemnification contemplated in this Section 6.2(a)
                                            shall not be the sole and exclusive remedy of the Purchaser Indemnified Persons in respect
                                            of, any Losses suffered or incurred by any of them as a result of or arising out of the Company’s
                                            fraud, intentional misrepresentation or willful breach. 



 


 




    	 	 16	 



     


    

 


		(b)	The
                                            Company is relying on the representations and warranties, certificates and covenants of the
                                            Purchaser contained herein in connection with entering into this Agreement and the transactions
                                            contemplated herein and the Purchaser agrees, as the Company's sole and exclusive remedy
                                            (except as otherwise contemplated in this Section 6.2(b)), to indemnify
                                            the Company and its Affiliates, and their respective directors, officers, employees, agents
                                            and other representatives (collectively, the “Company Indemnified Persons” and,
                                            together with the Purchaser Indemnified Persons, the “Indemnified Persons”),
                                            against all Losses which any of them may suffer or incur, directly or indirectly, as a result
                                            of or arising from a breach of any such representations, warranties, certifications and covenants;
                                            provided, that, the aggregate liability of the Purchaser for indemnification
                                            pursuant to this Section 6.2(b) shall in no event exceed the Purchase
                                            Price. Notwithstanding anything contained in this Section 6.2(b) or
                                            any other provision of this Agreement, the foregoing limitation shall not apply to, and the
                                            indemnification contemplated in this Section 6.2(b) shall not be the
                                            sole and exclusive remedy of the Company Indemnified Persons in respect of, any Losses suffered
                                            or incurred by any of them as a result of or arising out of the Purchaser's fraud, intentional
                                            misrepresentation or willful breach. 



		(c)	The
                                            calculation of “Losses” and the indemnification provided under this Section
                                            6.2 shall take account of and reflect (to the extent applicable and without restriction):
                                            (1) any Losses suffered or incurred directly by the Indemnified Persons; and (2) any Losses
                                            suffered or incurred indirectly by the Indemnified Persons taking into account, if applicable,
                                            the ownership interest held by the Purchaser and/or its Affiliates in the Company, including
                                            as a result of the indemnification payment being made and consequent diminution in value
                                            of the Company.



ARTICLE
7

GENERAL PROVISIONS





 


Section
7.1     No Obligation to Finance.


Other
than the obligation to fund the Purchase Price in accordance with Section 2.2, neither the Purchaser nor any of its Affiliates
shall have any obligation to provide any further financing to the Company, its Subsidiaries or any of its or their respective Affiliates,
or otherwise to guarantee the fulfillment of any of their respective obligations to any other Person.


Section
7.2     Governing Law and Jurisdiction.


This
Agreement shall be governed by, and construed and interpreted in accordance with, the Laws of the Province of Ontario and the federal
Laws of Canada applicable therein, without regard to conflict of Laws principles. Each Party irrevocably attorns and submits to the exclusive
jurisdiction of the Ontario courts situated in the City of Toronto (and appellate courts therefrom), and waives objection to the venue
of any proceeding in such court or that such court provides an inappropriate forum.


 




    	 	 17	 



     


    




Section
7.3     Notices.


Any
demand, notice, direction or other communication to be made or given hereunder (in each case, a “Notice”) must be in writing
and made or given by personal delivery, by courier or by email transmission, or sent by registered mail, charges prepaid, addressed to
the respective Parties as follows:


		(1)	to the Company, at:






700 Tech Court


Louisville, CO
80027


United States


 


Attention: General
Counsel


E-mail: ‎[*
* *]‎


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


 


DLA Piper (Canada)
LLP


Suite 6000, 1 First
Canadian Place


PO Box 367, 100
King St W


Toronto, Ontario
M5X 1E2


Canada


 


	Attention:	Jarrod
    Isfeld
	 	Russel
    W.  Drew
	Email:	jarrod.isfeld@dlapiper.com
	 	russel.drew@dlapiper.com


 


		(2)	to the Purchaser,
                                            at:



 


Globe House


4 Temple Pl


London WC2R 2PG


 


	Attention:
    	Juan
    Palacios
	Email:	‎[*
    * *]‎


 


and with a copy
(which shall not constitute notice) to:


Jones Day


250 Vesey Street


New York, New York
10281


United States


	Attention:	Randi
    C.  Lesnicki
	 	Bradley
    C. Brasser
	Email:	rclesnick@jonesday.com
	 	bcbrasser@jonesday.com


[***] Indicates material
that has been excluded from this Exhibit 10.1 because it is private or confidential and not material.


 




    	 	 18	 



     


    




or
to such other address or email as any Party may from time to time designate in accordance with this Section 7.3. Any Notice made
by personal delivery or by courier shall be conclusively deemed to have been given and received on the day of actual delivery thereof
or if such day is not a Business Day, on the first Business Day thereafter. Any Notice made or given by email on a Business Day before
5:00 p.m. (local time of the recipient) shall be conclusively deemed to have been given and received on such Business Day and otherwise
shall be conclusively deemed to have been given and received on the first Business Day following the transmittal thereof. Any Notice
that is mailed shall be conclusively deemed to have been given and received on the third Business Day following the date of mailing but
if, at the time of mailing or within three Business Days thereafter, there is or occurs a labour dispute or other event that might reasonably
be expected to disrupt delivery of documents by mail, any Notice shall be delivered or transmitted by any other means provided for in
this Section 7.3.


Section
7.4     Time of the Essence.


Time is of
the essence in this Agreement.


Section
7.5     Expenses.


Except
as otherwise expressly provided in this Agreement or any other Transaction Agreement, each Party will pay for its own costs and expenses
incurred in connection with this Agreement and the other Transaction Agreements, and the transactions contemplated hereby and thereby.
The fees and expenses referred to in this Section 7.5 are those which are incurred in connection with the negotiation, preparation,
execution and performance of this Agreement and the other Transaction Agreements, and the transactions contemplated hereby and thereby,
including the fees and expenses of legal counsel, accountants and other advisors.


Section
7.6     Severability.


If
any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction,
that provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect. Upon any such
determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties
as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as
originally contemplated to the greatest extent possible.


Section
7.7     Entire Agreement.


This
Agreement and the other Transaction Agreements constitute the entire agreement among the Parties and their respective Affiliates with
respect to the transactions contemplated hereby and thereby, and supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the Parties and their respective Affiliates with respect to such transactions. There are no representations,
warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection
with the subject matter of this Agreement and the other Transaction Agreements, except as specifically set forth herein and therein.
The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing
the transactions contemplated by this Agreement and the other Transaction Agreements.


 




    	 	 19	 



     


    




Section
7.8     Successors and Assigns.


		(1)	This Agreement
                                            becomes effective only when executed by the Parties. After that time, it is binding on and
                                            enures to the benefit of the Parties and their respective successors and permitted assigns,
                                            as applicable.



		(2)	Neither this Agreement,
                                            nor any of the rights or obligations hereunder, may be assigned or transferred, in whole
                                            or in part, by the Company without the prior written consent of the Purchaser. The Purchaser
                                            may assign this Agreement, or any of its rights and/or obligations hereunder, to any of its
                                            Affiliates; provided, that the Purchaser shall remain responsible for the covenants,
                                            agreements and obligations of the Purchaser under this Agreement notwithstanding any such
                                            assignment.



Section
7.9     Third Party Beneficiaries.


Except
as expressly provided in this Agreement, the Parties intend that: (1) this Agreement will not benefit or create any right or cause of
action in favour of any Person other than the Parties; and (2) no Person other than the Parties shall be entitled to rely on the provisions
of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights
granted by or under this Agreement to any Person that is not a Party, at any time and in any way whatsoever, without notice to or consent
of that Person.


Section
7.10     Amendments.


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


Section
7.11     Waiver.


No
waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver
will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any
right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a
Party from any other or further exercise of that right or the exercise of any other right.


Section
7.12     Further Assurances.


Each Party
shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things
as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement, and the transactions
contemplated hereby, and shall use commercially reasonable efforts, and take all such steps as may be reasonably within its power, to
implement to their full extent the provisions of this Agreement in accordance with the terms hereof.


 




    	 	 20	 



     


    




Section
7.13     Confidentiality.


		(1)	The Purchaser (and
                                            each of its Affiliates that receives Confidential Information of the Company and/or any of
                                            its Subsidiaries), on the one hand, and the Company (and each of its Affiliates that receives
                                            Confidential Information of the Purchaser and/or any of its Affiliates), on the other hand,
                                            shall keep confidential and not disclose such Confidential Information in any manner whatsoever,
                                            in whole or in part, except as permitted by this Section 7.13.



		(2)	Notwithstanding
                                            Section 7.13(1):



		(a)	the
                                            Purchaser may disclose Confidential Information to (i) each of its Affiliates and (ii) its
                                            and their respective Representatives; provided, that prior to making any disclosure
                                            to a Representative, each such Representative has been informed of the confidential nature
                                            of the Confidential Information and has been directed to hold the Confidential Information
                                            in accordance with this Section 7.13; 



		(b)	the
                                            Company may disclose Confidential Information to (i) each of its Affiliates and (ii) its
                                            and their respective Representatives; provided, that prior to making any disclosure
                                            to a Representative, each such Representative has been informed of the confidential nature
                                            of the Confidential Information and has been directed to hold the Confidential Information
                                            in accordance with this Section 7.13; and



		(c)	the
                                            Purchaser (and each of its Affiliates that receives Confidential Information of the Company
                                            and/or any of its Subsidiaries), on the one hand, and the Company (and each of its Affiliates
                                            that receives Confidential Information of the Purchaser and/or any of its Affiliates), on
                                            the other hand, shall use commercially reasonable efforts to cause each of its Representatives
                                            that receives Confidential Information to observe the terms of this Section 7.13 in
                                            respect thereof and shall be responsible for any breach of the terms of this Section 7.13
                                            by its Representatives. 



		(3)	The disclosure
                                            restrictions contained in Section 7.13(1) do not apply to disclosure that is required
                                            by Law, any Order or any other legally binding document discovery requests. Prior to making
                                            any such disclosure, the applicable Party that received Confidential Information (or which
                                            Party’s Affiliate and/or Representative received Confidential Information, as applicable)
                                            shall, to the extent not prohibited by the Law, Order or legally binding request: (a) give
                                            the other Party prompt written notice of the requirement and the proposed content of any
                                            disclosure; and (b) at the other Party’s request and expense, co-operate with the other
                                            Party in limiting the extent of the disclosure and in obtaining an appropriate protective
                                            order or pursuing such legal action, remedy or assurance as the other Party deems necessary
                                            to preserve the confidentiality of the Confidential Information. If a protective order or
                                            other remedy is not obtained or the other Party fails to waive compliance with Section
                                            7.13(1), the applicable Party that received Confidential Information (or which Party’s
                                            Affiliate and/or Representative received Confidential Information, as applicable) may disclose
                                            only that portion of the Confidential Information that it is advised by outside counsel it
                                            is required to disclose and shall exercise commercially reasonable efforts to obtain reliable
                                            assurance that confidential treatment is given to the Confidential Information disclosed.



 




    	 	 21	 



     


    




		(4)	For the avoidance
                                            of doubt, the disclosure restrictions contained in Section 7.13(1) do not apply to
                                            disclosure that is made by a Party with the prior written consent of the other Party.



Section
7.14     Public Notices and Press Releases.


The
Company agrees to cooperate in the preparation of presentations, if any, to the Purchaser’s Affiliates regarding the transactions
contemplated by this Agreement. The initial press release with respect to the transactions contemplated by this Agreement and the other
Transaction Agreements will be in a form mutually agreed by the Parties. Except as set forth in the preceding sentence, neither Party
shall: (1) issue any press release or otherwise make public announcements with respect to this Agreement or the other Transaction Agreements,
or the transactions contemplated hereby or thereby, without the prior written consent of the other Party (which consent shall not be
unreasonably withheld, conditioned or delayed); or (2) make any regulatory filing with any Governmental Authority or the TSX with respect
thereto without prior consultation with the other Party; provided, that, neither Party shall be required to obtain consent
for any subsequent release in the event that the information contained in such subsequent release is the same as the information contained
in the initial agreed press release (or any subsequently agreed release) so long as such information is still accurate at the time of
such subsequent release; provided, further, that, the Parties’ obligations under this section shall be subject
to each Party’s overriding obligation to make any disclosure or regulatory filing required under Laws, and the Party making such
requisite disclosure or regulatory filing shall use all commercially reasonable efforts to give prior oral and written notice to the
other Party and a reasonable opportunity to review and comment on the requisite disclosure or regulatory filing before it is made.


Section
7.15     Counterparts.


This
Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission
of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.


[Signature page follows.]


 


 




    	 	 22	 



     


    

IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above.


	CHARLOTTE’S WEB HOLDINGS,
    INC.
	By:	/s/
    Jacques Tortoroli
	 	Name:Jacques
    Tortoroli
	 	Title:Chief
    Executive Officer
	 	 



 


	BT DE INVESTMENTS INC.
	By:	/s/
    Valerie Solomon
	 	Name:
    Valerie Solomon
	 	Title:    Director
	 	 



 


 


 


 


 





[SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]

 




    	 



    	 



    

Schedule
A

Representations and Warranties of the Company


		(1)	Incorporation
                                            and Organizational Matters. The Company and each of its Subsidiaries has been duly incorporated
                                            or otherwise organized and is validly existing under the Laws of the jurisdiction in which
                                            it was incorporated, or otherwise organized, as the case may be, and no steps or proceedings
                                            have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution
                                            or winding up of the Company or any of its Subsidiaries.



		(2)	Corporate
                                            Authorization, Qualification and Power.



		(a)	The
                                            Company and each of its Subsidiaries, if applicable, has all requisite corporate power and
                                            authority and has taken all corporate action necessary in order to execute, deliver and perform
                                            under this Agreement and each of the other Transaction Agreements to which it is or will
                                            be a party and to consummate the transactions contemplated hereby and thereby.



		(b)	The
                                            Company and each of its Subsidiaries is duly qualified to carry on its business in each jurisdiction
                                            in which the conduct of its business or the ownership, leasing or operation of its property
                                            and assets requires such qualification (except where any failure would not have a Material
                                            Adverse Effect) and has all requisite corporate power and authority to conduct its business
                                            and to own, lease and operate its properties and assets.



		(3)	Execution
                                            and Binding Obligation.



		(a)	This
                                            Agreement has been duly authorized, executed and delivered by the Company and constitutes
                                            a legal, valid and binding obligation of the Company enforceable against the Company in accordance
                                            with its terms, subject to Bankruptcy Laws, and will not violate or conflict with the constating
                                            documents of the Company or the terms of any restriction or Contract to which the Company
                                            is subject.



		(b)	Each
                                            of the other Transaction Agreements has been or will be duly authorized, executed and delivered
                                            by the Company and each of its Subsidiaries that is or will be a party thereto and constitutes
                                            (or shall when executed, constitute) a legal, valid and binding obligation of the Company
                                            and each of its applicable Subsidiaries, as applicable, enforceable against each of them
                                            in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict
                                            with the constating documents of the Company and each of its applicable Subsidiaries or the
                                            terms of any restriction or Contract to which the Company
                                            or any of its Subsidiaries is subject.



		(4)	Authorized
                                            and Issued Capital.



		(a)	The authorized
                                            share capital of the Company is as set out in Section 4(a) of the Disclosure Letter.
                                            Section 4(a) of the Disclosure Letter sets out, as of the date hereof, the number
                                            of issued and outstanding: (i) Common Shares (other than shares of Company Restricted Stock);
                                            and (ii) (A) Company Warrants, (B) Company Options, and (C) Company Restricted Stock, in
                                            each case, setting forth the number of Common Shares subject to each such Company Option,
                                            Company Warrant, and Company Restricted Stock award, and the grant date, vesting schedule,
                                            and exercise or reference price with respect to each such Company Option, Company Warrant,
                                            and Company Restricted Stock award. Except as disclosed in Section 4(a) of the Disclosure
                                            Letter, the Company has no other outstanding agreement, subscription, warrant, option, right
                                            or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor
                                            has it granted any right or privilege capable of becoming an agreement, subscription, warrant,
                                            option, right or commitment, obligating it to issue or sell any Common Shares or other equity
                                            or voting securities, including any security or obligation of any kind convertible in to
                                            exchangeable or exercisable for any Common Shares or other equity or voting security of the
                                            Company or any of its Subsidiaries.



 


 




    	 	A - 1	 



     


    

 


		(b)	There are no
                                            outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire
                                            any Common Shares.



		(c)	Each (i) Company
                                            Option and Company Restricted Stock award was granted in compliance with all applicable Laws
                                            and all the terms and conditions of the Equity Incentive Plans pursuant to which it was issued,
                                            (ii) Company Option has an exercise price per Common Share equal to or greater than the closing
                                            price of a Common Share on the date of such grant, (iii) Company Option and Company Restricted
                                            Stock award has a grant date identical to the date on which the Board actually awarded such
                                            Company Option or Company Restricted Stock award and (iv) Company Option qualifies for the
                                            Tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns.



		(d)	All outstanding
                                            Common Shares and other securities of the Company have been issued in compliance with all
                                            Laws, including Securities Laws.



		(5)	No Bankruptcy.
                                            No Bankruptcy Event has occurred with respect to the Company or any of its Subsidiaries.
                                            The Company and its Subsidiaries each has sufficient working capital to satisfy its obligations
                                            under this Agreement and the other Transaction Agreements and has sufficient capital to satisfy
                                            the “going concern” test under GAAP.



		(6)	Organizational
                                            Structure and Ownership of Subsidiaries.



		(a)	Section
                                            6(a) of the Disclosure Letter sets forth: (i) each of the Company’s Subsidiaries;
                                            (ii) the holder of the equity interests in each Subsidiary; and (iii) the jurisdiction of
                                            organization of each Subsidiary (and, if different, its jurisdiction of Tax residence).



		(b)	Section
                                            6(b) of the Disclosure Letter sets forth the Company’s or its Subsidiaries’
                                            shares, equity interest or other direct or indirect ownership interest in any Person that
                                            is not a Subsidiary of the Company.



		(c)	All
                                            of the outstanding Common Shares or other securities of the Company have been duly authorized
                                            and are validly issued, fully paid and non-assessable. Upon the issuance of any Common Shares
                                            in accordance with the terms of the Equity Incentive Plans in effect on the date of this
                                            Agreement or as otherwise expressly permitted by this Agreement, such Common Shares will
                                            be duly authorized and validly issued, fully paid and non-assessable. Each of the outstanding
                                            shares or other securities of each of the Company’s Subsidiaries is duly authorized,
                                            validly issued, fully paid and non-assessable and owned by the Company or by a direct or
                                            indirect wholly-owned Subsidiary of the Company, free and clear of any Encumbrance other
                                            than Permitted Encumbrances.



 


 




    	 	A - 2	 



     


    

 


		(d)	Except
                                            as disclosed in Section 6(a) of the Disclosure Letter, neither the Company nor any
                                            of its Subsidiaries has any other outstanding Contract, subscription, warrant, option, right
                                            or commitment, or other right or privilege (whether by law, pre-emptive or contractual),
                                            nor has it granted any right or privilege capable of becoming a Contract, subscription, warrant,
                                            option, right or commitment, obligating it to issue or sell any Common Shares or other equity
                                            or voting securities of the Company or any of the Company’s Subsidiaries, including
                                            any security or obligation of any kind convertible into or exchangeable or exercisable for
                                            any Common Shares or other equity or voting security of the Company or any of its Subsidiaries.
                                            



		(7)	Shareholders’
                                            and Similar Agreements. Neither the Company nor any of its Subsidiaries is subject to,
                                            or affected by, any unanimous shareholders agreement involving a Person other than the Company
                                            or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other
                                            similar arrangement or agreement relating to the ownership or voting of any of the securities
                                            of the Company or of any of its Subsidiaries other than as between the Company and any of
                                            its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries
                                            may have any right or claim in connection with any existing or past equity interest in the
                                            Company or in any of its Subsidiaries.



		(8)	No Prospectus.



		(a)	Assuming
                                            the accuracy of the representations of the Purchaser in Schedule B, the issue and
                                            sale of the Convertible Debenture pursuant to this Agreement is exempt from the requirement
                                            to file a prospectus, registration statement or similar document and the requirement to deliver
                                            an offering memorandum or similar document under applicable Securities Laws relating to the
                                            sale of the Convertible Debenture in the manner contemplated by this Agreement.



		(b)	The
                                            Company has complied in all respects with the requirements of all applicable Laws in relation
                                            to the issue of the Convertible Debenture and Underlying Shares hereunder, and, forthwith
                                            after Closing, the Company shall file such forms and documents as may be required under Securities
                                            Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.



		(9)	Underlying
                                            Shares to be Issued as Fully Paid. The Underlying Shares to be issued as described in
                                            this Agreement and the Convertible Debenture have been duly authorized and reserved for issuance
                                            and, when issued and delivered, will be validly issued and fully paid Common Shares in the
                                            capital of the Company free and clear of all Encumbrances (other than Encumbrances imposed
                                            by or permitted by the Purchaser).



		(10)	Consents,
                                            etc.



		(a)	No
                                            consent, waiver, approval, notice or Authorization of, filing with, or notification to, any
                                            Governmental Authority, the TSX or any other Person, as applicable, is required for the execution,
                                            delivery and performance by the Company or any of its Subsidiaries of the Transaction Agreements
                                            or for the consummation of the transactions contemplated thereby except as set out in Section
                                            10(a) of the Disclosure Letter, all of which have been obtained, made or given, as applicable,
                                            as of the date hereof.



 


 




    	 	A - 3	 



     


    

 


		(b)	As
                                            of the date hereof, the Board has, and the governing bodies of the Company’s applicable
                                            Subsidiaries have, authorized the entering into of this Agreement and the performance by
                                            the Company and its applicable Subsidiaries, as applicable, of its obligations under this
                                            Agreement and the other Transaction Agreements, and no action has been taken to amend or
                                            supersede such determinations, resolutions or authorizations.



		(11)	No Conflict.



		(a)	Each
                                            of the execution and delivery of this Agreement and the other Transaction Agreements, the
                                            performance by the Company of its obligations hereunder and thereunder, the sale of the Convertible
                                            Debenture hereunder by the Company and the consummation of the transactions contemplated
                                            in this Agreement and the other Transaction Agreements (including the exercise or conversion
                                            of the Convertible Debenture), (i) do not and will not conflict with or result in a breach
                                            or violation of any of the terms or provisions of, or constitute a default under (whether
                                            after notice or lapse of time or both), (A) any Law applicable to the Company or its Subsidiaries;
                                            (B) the articles, by-laws or resolutions of the directors or shareholders of the Company
                                            or its Subsidiaries; (C) any Contract to which the Company or any of its Subsidiaries is
                                            a party or by which any of them is bound except where such conflict, breach, violation or
                                            default would not result in a Material Adverse Effect; or (D) any judgment, decree or Order
                                            binding the Company or its Subsidiaries or the property or assets thereof; and (ii) do not
                                            affect the rights, duties and obligations of any parties to any Contract to which the Company
                                            or any of its Subsidiaries is a party or by which any of them is bound, nor give a party
                                            the right to terminate or accelerate any such Contract, by virtue of the application of terms,
                                            provisions or conditions in such Contract, except where those rights, duties or obligations,
                                            or rights to terminate or accelerate, are affected in a manner that would not result in a
                                            Material Adverse Effect.



		(b)	No
                                            Contract to which the Company or any of its Subsidiaries is a party contains a “change
                                            of control” provision with respect to the Company that could reasonably be expected
                                            to be engaged or triggered in connection with or as a result of the transactions contemplated
                                            by this Agreement and/or the exercise or conversion of the Convertible Debenture. 



		(12)	Compliance
                                            with Laws and Cannabis Authorizations.



		(a)	Except
                                            as set out in Section 12(a) of the Disclosure Letter, the Company and each of
                                            its Subsidiaries:



		(i)	is
                                            and at all relevant times has been in compliance with all Laws, in all material respects,
                                            including all Cannabis Laws to the extent such are applicable to the Company’s and
                                            its Subsidiaries’ business, affairs and operations, and, in the case of the Company,
                                            with the by-laws, rules and regulations of the TSX;



 




    	 	A - 4	 



     


    

 


		(ii)	has
                                            not received any correspondence or notice from any Governmental Authority alleging or asserting
                                            any material non-compliance with Laws, including Cannabis Laws;



		(iii)	possesses
                                            all Cannabis Authorizations required to conduct the business, affairs and operations of the
                                            Company and its Subsidiaries as now operated and such Cannabis Authorizations are valid and
                                            in full force and effect and the Company and its Subsidiaries are not in violation of any
                                            material term of any such Cannabis Authorization in any material respect;



		(iv)	is
                                            in material compliance with the terms and conditions of all Cannabis Authorizations, and
                                            have made all notifications, certifications and filings with all applicable Governmental
                                            Authorities in connection with the Cannabis Authorizations necessary to keep the Cannabis
                                            Authorizations in good standing;



		(v)	has
                                            not received notice of any pending or threatened Claim, suit, proceeding, charge, hearing,
                                            enforcement, audit, investigation, arbitration or other action from any Governmental Authority
                                            or third party alleging that any operation or activity of the Company and its Subsidiaries
                                            or any of their respective directors, officers and/or employees is in violation of any Laws
                                            or Cannabis Authorizations, or asserting any noncompliance with any Laws or Cannabis Authorizations,
                                            that could reasonably be expected to have a Material Adverse Effect, and has no knowledge
                                            that any such Governmental Authority or third party is considering or would have reasonable
                                            grounds to consider any such Claim, suit, proceeding, charge, hearing, enforcement, audit,
                                            investigation, arbitration or other action;



		(vi)	has
                                            not received notice that any Governmental Authority has taken, is taking, or intends to take
                                            action to limit, suspend, modify or revoke or to not renew any Cannabis Authorizations, and
                                            has no knowledge or reason to believe that any such Governmental Authority is considering
                                            taking or would have reasonable grounds to take such action, or that the Company or any of
                                            its Subsidiaries does not hold a required Cannabis Authorization; and



		(vii)	has,
                                            or has had on its behalf, filed, declared, obtained, maintained or submitted all material
                                            reports, documents, forms, notices, applications, records, Claims, submissions and supplements
                                            or amendments as required by applicable Laws, including Cannabis Laws, or Cannabis Authorizations
                                            to keep the Authorizations in good standing and that all such reports, documents, forms,
                                            notices, applications, records, Claims, submissions and supplements or amendments were complete
                                            and correct in all material respects on the date filed (or were corrected or supplemented
                                            by a subsequent submission).



		(b)	Except
                                            as disclosed in Section 12(b) of the Disclosure Letter, all Cannabis and Cannabis
                                            products sold by the Company and its Subsidiaries or in inventory at the Company or its Subsidiaries:



		(i)	meets
                                            the applicable specifications for the product;



 




    	 	A - 5	 



     


    

 


		(ii)	is
                                            fit for the purpose for which it is intended by the Company or its Subsidiaries, and of merchantable
                                            quality;



		(iii)	has
                                            been cultivated, processed, packaged, labelled, imported, tested, stored, transported and
                                            delivered in accordance with applicable Authorizations and Laws;



		(iv)	is
                                            not adulterated, tainted or contaminated and does not contain any substance not permitted
                                            by applicable Laws; and



		(v)	has
                                            been cultivated, processed, packaged, labelled, imported, tested, stored and transported
                                            in facilities authorized by the applicable Authorization in accordance with the terms thereof,



except
in each case where a failure would not reasonably be expected to result in a Material Adverse Effect. All of the marketing and promotion
activities of the Company and its Subsidiaries relating to its Cannabis and Cannabis products, within the past three years, complies
with all applicable Laws in all material respects.


 


		(c)	Except
                                            as would not, individually or in the aggregate, have a Material Adverse Effect, neither the
                                            Company nor any Subsidiary has ever received any notice or communication from any customer
                                            or Governmental Authority alleging a material defect, any issue requiring a withdrawal, recall
                                            or quarantine of product (whether voluntary, required or otherwise) or claim in respect of
                                            any products supplied or sold by the Company or any of its Subsidiaries to a customer and,
                                            to the Company’s knowledge, there are no circumstances that would give rise to any
                                            reports, recalls, public disclosure, announcements or customer communications that are required
                                            to be made by the Company or any of its Subsidiaries in respect of any products supplied
                                            or sold by any of them.



		(d)	The
                                            Company and its Subsidiaries have only carried on business, affairs or operations or maintained
                                            any activities in Canada, the United States or Israel and only to the extent such business,
                                            affairs or operations or activities are legal in such jurisdictions and have not engaged
                                            in the production, cultivation, marketing, distribution or sale of Cannabis or any products
                                            derived from or intended to be used in connection with Cannabis or services intended to relate
                                            to Cannabis in any jurisdiction to the extent such activities are prohibited under Law.



		(e)	The
                                            Company and each of its Subsidiaries has implemented, maintains, regularly audits (as required
                                            by the terms of such policies and programs) and complies in all material respects with internal
                                            compliance policies and programs, including with respect to governance matters, and those
                                            designed to detect and prevent violations of any Cannabis Laws, periodically reviews and
                                            updates such internal compliance policies and programs to account for any changes in Laws
                                            and/or standards applicable to the Company’s and its Subsidiaries’ business,
                                            affairs and operations, as needed, employs or engages internal personnel and third party
                                            consultants to perform routine audits to test the effectiveness of the Company’s and
                                            its Subsidiaries’ internal compliance policies and programs, and processes and controls
                                            related thereto. All directors, officers, internal personnel and third party consultants
                                            of the Company and any of its Subsidiaries have, where reasonably required by the position
                                            and services rendered by such Persons, sufficient knowledge of Cannabis Laws which are applicable
                                            to the Company’s and its Subsidiaries’ business, affairs and operations and all
                                            such Persons have all qualifications, including security clearances, required by applicable
                                            Cannabis Laws and, appropriate training, experience and technical knowledge required by applicable
                                            Cannabis Laws. The Company has taken commercially reasonable steps for the purpose of ensuring
                                            that its employees responsible for the Company’s or its Subsidiaries’ internal
                                            compliance programs have sufficient training including ensuring that, where reasonably required
                                            by the position and services rendered by such Persons, they are adequately informed on: (i)
                                            to the extent applicable, the Cannabis Laws applicable to the Company’s and its Subsidiaries
                                            business, operations and affairs, and any changes thereto; and (ii) the Company’s and
                                            its Subsidiaries’ internal compliance programs and controls related thereto.



 




    	 	A - 6	 



     


    

 


		(f)	Each
                                            of the Company and its Subsidiaries’ facilities used for the cultivation, processing
                                            production, packaging and labelling of Cannabis or related products complies in all material
                                            respects with applicable good production and/or manufacturing practices, processes, standards
                                            and procedures as required by Governmental Authorities applicable Cannabis Laws and Cannabis
                                            Authorizations.



		(g)	No
                                            individual employed by or associated with the Company and its Subsidiaries is required to
                                            hold security clearance under applicable Cannabis Laws in order to maintain Cannabis Authorizations.



		(h)	The
                                            transactions contemplated by the Transaction Agreements will not, subject to compliance with
                                            the term thereof by the Purchaser, have any adverse impact on the Cannabis Authorizations
                                            or require the Company, any of its Subsidiaries or any entity in which the Company has an
                                            interest to obtain any new Cannabis Authorization other than, if applicable, security clearances
                                            related to any proposed director nominees nominated by the Purchaser.



		(13)	Money
                                            Laundering. The operations of the Company and each of its Subsidiaries are, and have
                                            been since January 1, 2018, conducted in compliance in all respects with all applicable financial
                                            recordkeeping and reporting requirements and money laundering Laws and the rules and regulations
                                            thereunder and any related or similar Laws, rules, regulations or guidelines, issued, administered
                                            or enforced by any Governmental Authority relating to money laundering (collectively, “Money
                                            Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental
                                            Authority involving the Company and any of its Subsidiaries with respect to Money Laundering
                                            Laws is pending or, to the knowledge of the Company, threatened.



		(14)	Corrupt
                                            Practices.



		(a)	Neither
                                            the Company, any of its Subsidiaries nor, to the knowledge of the Company, its or their respective
                                            Representatives, in each case whilst acting on behalf of the Company or any of its Subsidiaries,
                                            has committed a Business Sustainability Breach. 



		(b)	Neither
                                            the Company, any of its Subsidiaries nor, to the knowledge of the Company, any of its or
                                            their Representatives has been investigated (or is being investigated or is subject to a
                                            pending or threatened investigation) or is involved in an investigation (as a witness or
                                            suspect) in relation to an actual or alleged Business Sustainability Breach by any Governmental
                                            Authority or any customer or supplier, or has admitted to, or been found by a court in any
                                            jurisdiction to have engaged in, any Business Sustainability Breach, or been debarred from
                                            bidding for any contract or business, and to the knowledge of the Company, there are no circumstances
                                            which are likely to give rise to any such investigation, admission, finding or disbarment.



 


 




    	 	A - 7	 



     


    

 


		(c)	Neither
                                            the Company nor any of its Subsidiaries has conducted (or is conducting) an internal investigation
                                            in relation to any allegations in respect of Business Sustainability Breach and no Representative
                                            of the Company or any of its Subsidiaries has reported a violation or suspected violation
                                            in respect of any such Business Sustainability Breach to the Company.



		(d)	The
                                            Company and each of its Subsidiaries has conducted due diligence prior to acquiring any business
                                            or company, or has conducted post-acquisition due diligence, in either case which would be
                                            reasonably deemed adequate to seek to identify any Business Sustainability Breach previously
                                            committed by the acquired business or company. Any reasonably likely Business Sustainability
                                            Breach identified by such due diligence have been fully investigated and disclosed to the
                                            Purchaser together with sufficient information to enable the Purchaser to assess the business
                                            and legal risks associated with such Business Sustainability Breach.



		(e)	Due
                                            diligence has been conducted prior to the recruitment, hiring or appointment of any Representative
                                            of the Company and each of its Subsidiaries, which would be reasonably deemed adequate to
                                            seek to identify any Business Sustainability Breach committed by those individuals or entities.
                                            



		(f)	All
                                            officers, employees and agents and representatives of the Company and each of its Subsidiaries
                                            have been given adequate training or have adequate knowledge of Anti-Corruption Laws and
                                            the Human Trafficking Laws in relation to business conduct and ethics. 



		(15)	Sanctions.
                                            None of the Company, any of its Subsidiaries or any of its or their respective directors
                                            or officers or employees (a) is or has been targeted with any Sanctions; (b) is violating
                                            or has violated any applicable Sanctions; or (c) is conducting or has conducted any activities
                                            (i) targeted by Sanctions, (ii) with or for the benefit of any Sanctioned Person, or (iii)
                                            in or with any Sanctioned Country.



		(16)	Public
                                            Disclosure, Securities Laws and TSX Matters.



		(a)	Upon
                                            issuance of the Convertible Debenture, the Convertible Debenture will represent, upon conversion
                                            of the entire aggregate principal amount of the Convertible Debenture, 19.9% of the voting
                                            and economic interest in the Company as of the date hereof.



		(b)	The
                                            Company is a reporting issuer in the United States and in each of the Qualifying Jurisdictions
                                            and is not in default in any material respect under the Securities Laws, is not on the list
                                            of defaulting issuers maintained by the applicable Securities Regulators, and has not taken
                                            any action to cease to be a reporting issuer in any of those jurisdictions or received notification
                                            from any Securities Regulator seeking to revoke the reporting issuer status of the Company.
                                            The Company is not in default of any requirement of Securities Laws or the applicable rules
                                            and requirements of the TSX, except where such default would not have a Material Adverse
                                            Effect.



 




    	 	A - 8	 



     


    

 


		(c)	The
                                            Company is in compliance in all material respects with its timely and continuous disclosure
                                            obligations under all Securities Laws and the policies, rules and regulations of the TSX
                                            and, without limiting the generality of the foregoing, there is no material fact, and there
                                            has not occurred any material change (actual, anticipated, contemplated, threatened, financial
                                            or otherwise), relating to the assets, liabilities (contingent or otherwise), business, affairs,
                                            operations, prospects, capital or control of the Company and its Subsidiaries, taken as a
                                            whole, which has not been publicly disclosed on a non-confidential basis in accordance with
                                            the requirements of Securities Laws and the policies, rules and regulations of the TSX, and,
                                            except as may have been corrected by subsequent disclosure, all the statements set forth
                                            in all documents publicly filed by or on behalf of the Company were true, correct, and complete
                                            in all material respects and did not contain any material Misrepresentation as of the date
                                            of such statements and the Company has not filed any confidential material change reports
                                            which remain confidential.



		(d)	Each
                                            of the documents filed or furnished on SEDAR as part of the Disclosure Record since January
                                            1, 2018 and prior to the execution and delivery of this Agreement has complied in all material
                                            respects with any applicable guidance set out in Staff Notice 51-357 of the Canadian Securities
                                            Regulators, if applicable. Each of the documents filed or furnished on EDGAR as part of the
                                            Disclosure Record since January 1, 2018 and prior to the execution and delivery of this Agreement
                                            has complied in all material respects with the rules and regulations of the United States
                                            Securities and Exchange Commission, if applicable.



		(e)	Odyssey
                                            Trust Company, at its principal office in Calgary, Alberta, has been duly appointed as the
                                            registrar and transfer agent of the Company with respect to the Common Shares.



		(f)	The
                                            Company has not withheld any material facts relating to the Company or any of its Subsidiaries.



		(g)	The
                                            Company has not otherwise completed any “significant acquisition” or “significant
                                            disposition”, nor are there any “probable acquisitions” (as such terms
                                            are used in NI 44-101 and Form 44-101F1) that would require the filing of a business acquisition
                                            report pursuant to the Securities Laws of the Qualifying Jurisdictions other than those that
                                            are part of the Disclosure Record.



		(h)	No
                                            Order, ruling or determination having the effect of suspending the sale or ceasing the trading
                                            in any securities of the Company has been issued by any Governmental Authority or the TSX
                                            and is continuing in effect and no proceedings for that purpose have been instituted or,
                                            to the knowledge of the Company, are pending, contemplated or threatened by any Governmental
                                            Authority or the TSX.



		(i)	The
                                            Common Shares are listed and posted for trading on the TSX.



 




    	 	A - 9	 



     


    

 


		(j)	The
                                            TSX Conditional Approval and all other Regulatory Approvals have been obtained by the Company.
                                            Subject to the satisfaction of the conditions set forth in the TSX Conditional Approval,
                                            the Underlying Shares shall be duly approved for listing and trading on the TSX.



		(17)	Financial
                                            Statements.



		(k)	The
                                            Financial Statements (i) have been prepared in accordance with GAAP, applied on a consistent
                                            basis throughout the periods specified, except as may be expressly stated in the notes thereto,
                                            (ii) contain no material Misrepresentations, (iii) present fairly, in all material respects,
                                            the financial condition of the Company on a consolidated basis (so as to include the applicable
                                            Subsidiaries at the relevant time) as at such dates and the financial performance and cash
                                            flows of the Company on a consolidated basis (so as to include the applicable Subsidiaries
                                            at the relevant time) for the periods then ended, (iv) contain and reflect adequate provisions
                                            or allowance for all reasonably anticipated liabilities, expenses and losses of the Company
                                            on a consolidated basis (so as to include the applicable Subsidiaries at the relevant time)
                                            that are required to be disclosed in the Financial Statements and (v) other than as disclosed
                                            in Section 17(a) of the Disclosure Letter or the Financial Statements, there has been
                                            no material change in accounting policies or practices of the Company since the Financial
                                            Statements Date. There are no material liabilities of the Company or any of its Subsidiaries
                                            whether direct, indirect, absolute, contingent or otherwise, required to be disclosed in
                                            the Financial Statements which are not disclosed or reflected in the Financial Statements.



		(l)	The
                                            financial books, records and accounts of the Company and each of its Subsidiaries in all
                                            material respects have been maintained in accordance with GAAP or the accounting principles
                                            generally accepted in the country of domicile of each such entity on a basis consistent with
                                            prior years.



		(18)	Auditor
                                            Independence. Ernst & Young LLP is independent with respect to the Company within
                                            the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional
                                            Accountants and is an independent registered public accounting firm within the meaning of
                                            Securities Laws and the Public Company Accounting Oversight Board (United States). No “reportable
                                            event” (within the meaning of NI 51-102) has occurred with such accountants with respect
                                            to audits of the Company, its Subsidiaries or its predecessors.



		(19)	Disclosure
                                            Controls and Internal Controls over Financial Reporting.



		(a)	The
                                            Company and its Subsidiaries maintain a system of internal accounting and other controls
                                            sufficient to provide reasonable assurance regarding the reliability of financial reporting
                                            and the preparation of financial statements for external purposes in accordance with GAAP
                                            and that: (i) pertain to the maintenance of records that in reasonable detail accurately
                                            and fairly reflect the transactions and dispositions of the assets of the Company and its
                                            Subsidiaries; (ii) are designed to provide reasonable assurance that transactions are recorded
                                            as necessary to permit preparation of financial statements in accordance with GAAP; (iii)
                                            are designed to provide reasonable assurance that receipts and expenditures of the Company
                                            and its Subsidiaries are being made only in accordance with authorizations of management
                                            and directors of the Company; and (iv) are designed to provide reasonable assurance regarding
                                            prevention or timely detection of an unauthorized acquisition, use or disposition of the
                                            assets of the Company and its Subsidiaries that could have a material effect on the Financial
                                            Statements. The Company believes that the Company’s internal control over financial
                                            reporting (as such term is defined under Securities Laws) is effective. Since the end of
                                            the Company’s most recent fiscal year, there have been no new material deficiencies
                                            or weaknesses in the Company’s internal control over financial reporting (whether or
                                            not remediated) and there have been no changes in the Company’s internal control over
                                            financial reporting that has materially affected, or is reasonably likely to materially affect,
                                            the Company’s internal control over financial reporting. The Company is in compliance
                                            with the certification requirements under NI 52-109 and Rule 13a-15 and 15d-15 under the
                                            United States Securities Exchange Act of 1934 with respect to the Company’s annual
                                            and interim filings with the Securities Regulators.



 


 




    	 	A - 10	 



     


    

 


		(b)	The
                                            Company has established and maintains disclosure controls and procedures (as defined in Securities
                                            Laws) that: (i) are designed to provide reasonable assurance that information required to
                                            be disclosed by the Company in its annual filings, interim filings or other reports filed
                                            or submitted by it under Securities Laws is recorded, processed, summarized and reported
                                            within the time periods specified in Securities Laws, and include controls and procedures
                                            designed to ensure that information required to be disclosed by the Company in its annual
                                            filings, interim filings or other reports filed or submitted under Securities Laws is accumulated
                                            and communicated to the Company’s management, including its certifying officers, as
                                            appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated
                                            by management of the Company for effectiveness as of the end of the Company’s most
                                            recent fiscal quarter; and (iii) are effective in all material respects to perform the functions
                                            for which they were established.



		(20)	Absence
                                            of Material Changes.



		(a)	Since
                                            the Financial Statements Date, the Company and its Subsidiaries have conducted their respective
                                            businesses in the Ordinary Course. 



		(b)	Since
                                            the Financial Statements Date, there has not occurred a Material Adverse Effect.



		(21)	Material
                                            Contracts.



		(a)	Other
                                            than as set out in Section 21(a) of the Disclosure Letter, as of the date of this
                                            Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by, without
                                            duplication:



		(i)	other
                                            than Contracts with employees, any Contract that is reasonably expected to require, during
                                            the remaining term of such Contract, either (A) annual payments to or from the Company and
                                            its Subsidiaries of more than US$3,500,000 or (B) aggregate payments to or from the Company
                                            and its Subsidiaries of more than US$7,000,000;








    	 	A - 11	 



     


    

 


		(ii)	any
                                            Contract relating to Indebtedness for borrowed money or the deferred purchase price of property
                                            (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess
                                            of US$5,000,000;



		(iii)	any
                                            Contract related to any compromise or settlement of any material Claims;



		(iv)	any
                                            partnership, joint venture or other similar agreement or arrangement relating to the formation,
                                            creation, operation, management or control of any partnership or joint venture material to
                                            the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries
                                            owns more than a 9.9% voting or economic interest, or any interest valued at more than US$10,000,000;
                                            without regard to percentage voting or economic interest, except for any such agreements
                                            or arrangements solely between the Company and its wholly-owned Subsidiaries or solely among
                                            the Company’s wholly-owned Subsidiaries;



		(v)	any
                                            Contract relating to the direct or indirect acquisition or disposition of any assets or business
                                            (whether by merger, sale of stock, sale of assets or otherwise), excluding such Contracts
                                            that are in the Ordinary Course;



		(vi)	any
                                            Contract that contains a put, call, right of first refusal, right of first offer or similar
                                            right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries
                                            would be required to purchase or sell, as applicable, any equity interests or assets of any
                                            Person;



		(vii)	any
                                            Contract that prohibits the payment of dividends or distributions in respect of the shares,
                                            membership interests, partnership interests or other equity interests of the Company or any
                                            of its Subsidiaries, the pledging of the shares, membership interests, partnership interests
                                            or other equity interests of the Company or any of its Subsidiaries or the incurrence of
                                            Indebtedness by the Company or any of its Subsidiaries;



		(viii)	any
                                            Contract that is material to the conduct of the business of the Company and its Subsidiaries
                                            that (A) restricts the ability of the Company or any of its Affiliates or, at or after the
                                            Closing, would restrict the Purchaser or any of its Affiliates from (I) engaging in any business
                                            or competing in any business with any Person, or (II) operating its business in any manner
                                            or location, or (B) would require the disposition of any assets or line of business of the
                                            Company or its Affiliates or acquisition of any assets or line of business of any Person
                                            or, at or after the Closing, the Purchaser or any of its Affiliates;



		(ix)	any
                                            Contract that is material to the conduct of the business of the Company and its Subsidiaries
                                            that contains an exclusivity, “most favoured nation” or other similar provision
                                            applicable to the Company, any of its Subsidiaries, or any of its or their respective businesses,
                                            assets, products, services or Intellectual Property, or any other provision that restricts
                                            the ability of the Company or any of its Subsidiaries to deal as it determines in its discretion
                                            with its or their respective businesses, assets, products, services or Intellectual Property
                                            (including the sale or licence thereof, as applicable); and










    	 	A - 12	 



     


    

 


	 	(x)	any
                                            Material IP Contracts;



		(xi)	any
                                            Contract that grants to any Person (other than the Company or any of its Subsidiaries) a
                                            first-refusal, first-offer or similar preferential right; and




		(xii)	any
                                            other Contract or group of related Contracts not otherwise described in the foregoing clauses
                                            (i) through (xi) of this Section (21)(a) that are otherwise material to the Company
                                            or any of its Subsidiaries or are not made in the Ordinary Course (together with each Contract
                                            constituting any of the foregoing types of Contracts described in clauses (i) through (xi)
                                            of this Section (21)(a), a “Material Contract”).



		(b)	A
                                            correct and complete copy of each Material Contract (including, for the avoidance of doubt,
                                            any amendments or supplements thereto) has been made available to the Purchaser in the “Project
                                            Cortland” virtual data room maintained by Intralinks at least three Business Days prior
                                            to the date of this Agreement.



		(c)	Each
                                            Material Contract is valid and binding in accordance with its terms on the Company and/or
                                            one or more of its Subsidiaries, as the case may be, and, to the knowledge of the Company,
                                            each other party thereto, and is in full force and effect, except as would not, individually
                                            or in the aggregate, reasonably be expected to have a Material Adverse Effect.



		(d)	As
                                            of the date of this Agreement, there is no breach or violation of or default under any Material
                                            Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any
                                            other party thereto, and no event has occurred that with or without notice, lapse of time
                                            or both, would constitute or result in a breach or violation of or default under any such
                                            Material Contracts by the Company or any of its Subsidiaries or, to the knowledge of the
                                            Company, any other party thereto or would permit or cause the termination or modification
                                            thereof or acceleration or creation of any right or obligation thereunder in each case, except
                                            as would not, individually or in the aggregate, reasonably be expected to have a Material
                                            Adverse Effect. 



		(22)	Non-Arm’s
                                            Length Transactions. Except as disclosed in Section 22 of the Disclosure Letter,
                                            neither the Company nor any of its Subsidiaries is indebted to any director, officer, or
                                            employee of the Company or any of its Subsidiaries or any of their respective Affiliates
                                            or associates (except for amounts due in the Ordinary Course or pursuant to any Law or Contract
                                            such as salaries, bonuses, director’s fees, the reimbursement of Ordinary Course expenses,
                                            or any similar payments). Except as disclosed in Section 22 of the Disclosure Letter,
                                            there are no Contracts (other than employment arrangements or other terms of engagement)
                                            with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for
                                            the benefit of, any officer or director of the Company or any of its Subsidiaries, or any
                                            of their respective Affiliates or associates.



		(23)	Employment
                                            Matters.



		(a)	Except as set
                                            out in Section 23(a) of the Disclosure Letter, for the past three years there has
                                            been no unfair labour practice charge or complaint, grievance or arbitration proceeding in
                                            progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries.




 




    	 	A - 13	 



     


    

 


		(b)	Except as disclosed
                                            in Section 23(b) of the Disclosure Letter, no employee of the Company or any of its
                                            Subsidiaries has any agreement as to length of notice or severance payment required to terminate
                                            his or her employment (other than such as results by Law from the employment of an employee
                                            without an agreement as to notice or severance), nor are there any change of control payments
                                            or severance payments or agreements with employees of the Company or any of its Subsidiaries
                                            providing for cash or other compensation or benefits upon the consummation of, or relating
                                            to, the Investment or any other transaction contemplated by this Agreement, including the
                                            exercise or conversion of the Convertible Debenture.



		(c)	In the past
                                            three years, there has been no strike, lockout, slowdown, other concerted work stoppage or
                                            other material labour dispute, pending or, to the knowledge of the Company, threatened against
                                            the Company or any of its Subsidiaries. The Company and each of its Subsidiaries is, and
                                            has been in the past three years, in compliance in all material respects with all Laws regarding
                                            labour, employment and employment practices, terms and conditions of employment, wages and
                                            hours (including classification of independent contractors or employees, classification as
                                            exempt/non-exempt and equitable pay practices), pay equity, human rights, privacy, discrimination,
                                            harassment (including sexual harassment), layoffs, mass termination, overtime and vacation
                                            pay, workplace safety, and occupational safety and health, immigration, employee leave, and
                                            employment record retention, and in the past three years, there have been no pending or threatened
                                            claims, charges complaints, investigations or Orders under any such Laws and, to the knowledge
                                            of the Company, there is no basis for any such claim, complaint, charge, investigation or
                                            Order.



		(d)	Neither the
                                            Company nor any of its Subsidiaries is a party to any collective bargaining agreement or
                                            other agreement with a labour union, labour organization, works council or similar organization,
                                            and to the knowledge of the Company, there are no threatened or pending union organizing
                                            activities involving any employees and have been no such organizing activities in the past
                                            five years.



		(e)	Section
                                            23(e) of the Disclosure Letter contains a complete and accurate list of any of the material
                                            business support measures or government programs (including any supplemental employment plan
                                            or wage subsidy program) the Company and its Subsidiaries have applied for with any Governmental
                                            Authority as a result of the COVID-19 pandemic (each, a “COVID Program”), including
                                            the date of the application and status of the application. The Company and its Subsidiaries
                                            have performed all of the obligations required to be performed by them in all material respects
                                            and are entitled to all benefits pursuant to such COVID Programs. There exists no actual,
                                            alleged or anticipated default or event of default or event or condition (including the transaction
                                            contemplated by this Agreement) which would with the giving of notice, the lapse of time,
                                            or both, or the happening of any other event or condition, result in (i) the Company or any
                                            of its Subsidiaries no longer being eligible for the relevant COVID Program, or (ii) a breach,
                                            default or violation of any Law related to the relevant COVID Program by the Company or any
                                            of its Subsidiaries.








    	 	A - 14	 



     


    

 


		(f)	There are no
                                            material outstanding assessments, penalties, fines, liens, charges, surcharges, or other
                                            amounts due or owing pursuant to any workplace safety and insurance Laws, and neither the
                                            Company nor any of its Subsidiaries has been reassessed in any material respect under such
                                            Law during the past three years and, to the knowledge of the Company, no audit of the Company
                                            is currently being performed pursuant to any workplace safety and insurance Laws.



		(g)	There are no
                                            charges pending under occupational health and safety legislation (“OHSA”) in
                                            respect of the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries
                                            is, and has been in the past three years, in compliance with any orders issued under OHSA
                                            and there are no appeals of any orders under OHSA currently outstanding.



		(h)	The Company
                                            and its Subsidiaries have promptly and thoroughly investigated all relevant occupational
                                            health and safety issues related to the COVID-19 pandemic. With respect to each relevant
                                            occupational health and safety issue related to the COVID-19 pandemic, the Company and its
                                            Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent
                                            further spread of COVID-19 within the workplace.



		(i)	There are no
                                            pending or anticipated layoffs, furloughs, or terminations of employment in respect of any
                                            of the Company’s or any of its Subsidiaries’ employees as a result of the COVID-19
                                            pandemic and there have been no such layoffs, furloughs or terminations of employment as
                                            a result of the COVID-19 pandemic since March 2020.



		(j)	Section
                                            23(j) of the Disclosure Letter lists each plan, program, policy, agreement or arrangement
                                            providing for compensation, benefits, retirement, pension, bonus, stock purchase, profit
                                            sharing, stock option or other equity plan or award, deferred compensation, severance or
                                            termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability,
                                            salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise
                                            sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed
                                            to, by the Company or its Subsidiaries for the benefit of any current or former director,
                                            officer, employee, independent contractor or consultant of the Company or any of its Subsidiaries
                                            (the “Employee Plans”). Each Employee Plan has been established, registered (where
                                            required), administered, maintained and funded in all material respects with its terms and
                                            with the requirements prescribed by any and all statutes, Orders, rules and regulations that
                                            are applicable to such Employee Plans.



		(k)	Copies of the
                                            following materials have been delivered or made available to the Purchaser: (i) all current
                                            plan documents for each Employee Plan or, in the case of an unwritten Employee Plan, a description
                                            thereof, (ii) all determination letters from the IRS with respect to any of the Employee
                                            Plans, (iii) all current and prior summary plan descriptions, summaries of material modifications,
                                            annual reports, and summary annual reports, and (iv) all current and prior trust agreements,
                                            insurance contracts, and other documents relating to the funding or payment of benefits under
                                            any Employee Plan.








    	 	A - 15	 



     


    

 


		(l)	All material
                                            accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension
                                            plan premiums, accrued wages, salaries and commissions and employee benefit plan payments
                                            of the Company and its Subsidiaries have been recorded in accordance with GAAP and are reflected
                                            on the books and records of the Company and its Subsidiaries. There are no material Claims
                                            or proceedings pending or, to the knowledge of the Company, threatened by any Governmental
                                            Authority, any Person or by any employee or dependent or beneficiary thereof by, on behalf
                                            of, in respect of or against any Employee Plan (except routine claims for benefits payable
                                            under the Employee Plans) and there exists no state of facts which could reasonably be expected
                                            to give rise to any such Claim or proceeding, including with respect to coverage for long-term
                                            disability benefits.



		(m)	Except as disclosed
                                            in Section 23(m) of the Disclosure Letter, no Employee Plan provides health insurance,
                                            life insurance, death benefits or other health and welfare benefits to current or former
                                            employees of the Company or any of its Subsidiaries beyond their retirement or other termination
                                            of service, other than as required by Law. No Employee Plan provides supplemental retirement
                                            income benefits.



		(n)	Neither the
                                            execution and delivery of this Agreement or any other Transaction Agreement, nor the consummation
                                            of the transactions contemplated hereby and thereby (including the exercise or conversion
                                            of the Convertible Debenture), will: (i) entitle any current or former employee, officer,
                                            director or independent contractor of the Company or any of its Subsidiaries to any payment
                                            or benefit (or result in the funding of any such payment or benefit) under any Employee Plan;
                                            (ii) increase the amount of any compensation or benefits otherwise payable by the Company
                                            or any of its Subsidiaries under any Employee Plan; (iii) result in the acceleration of the
                                            time of payment, funding or vesting of any compensation or benefits under any Employee Plan;
                                            or (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend
                                            or terminate any Employee Plan.



		(o)	Except as disclosed
                                            in Section 23(o) of the Disclosure Letter, neither the Company nor any member of the
                                            Controlled Group currently has, and at no time in the past has had, an obligation to contribute
                                            to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan
                                            subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer
                                            plan” as described in Section 3(37) of ERISA or Section 414(f) of the Code or a “multiple
                                            employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the
                                            Code.



		(p)	Neither the
                                            Company nor any of its Subsidiaries has any liability with respect to an Employee Plan which
                                            is a “registered pension plan” or a “retirement compensation arrangement”
                                            as defined in the Tax Act. No Employee Plan contains or has ever contained a “defined
                                            benefit provision” as such term is defined in subsection 147.1(1) of the Tax Act.



		(24)	Real
                                            Property.



		(a)	Section
                                            24(a) of the Disclosure Letter sets forth a correct and complete list of all Owned Real
                                            Property and Leased Real Property, together with (i) a description of the principal functions
                                            conducted at each parcel of Owned Real Property and material Leased Real Property and (ii)
                                            a correct street address and such other information as is reasonably necessary to identify
                                            each parcel of Owned Real Property and Leased Real Property.








    	 	A - 16	 



     


    

 


		(b)	Except as would
                                            not, individually or in the aggregate, reasonably be expected to be material to the Company
                                            or its Subsidiaries, with respect to Owned Real Property, (i) the Company and its Subsidiaries,
                                            as applicable, has sufficient title to such property, free and clear of any Encumbrance,
                                            and (ii) there are no outstanding options or rights of first refusal to purchase such property,
                                            or any portion thereof or interest therein.



		(c)	Except as would
                                            not, individually or in the aggregate, reasonably be expected to be material to the Company
                                            and its Subsidiaries, with respect to Leased Real Property: (i) the lease or sublease for
                                            such property is valid, legally binding, enforceable and in full force and effect in accordance
                                            with its terms; (ii) there is no breach or violation of or default under any such leases
                                            or subleases by the Company or any of its Subsidiaries or, to the knowledge of the Company,
                                            any other party thereto, and no event has occurred that with or without notice, lapse of
                                            time or both, would constitute or result in a breach or violation of or default under any
                                            such leases or subleases by the Company or any of its Subsidiaries or, to the knowledge of
                                            the Company, any other party thereto or would permit or cause the termination or modification
                                            thereof or acceleration or creation of any right or obligation thereunder; (iii) no event
                                            has occurred that with or without notice, lapse of time or both, would prevent or materially
                                            impair the consummation of the transactions contemplated by this Agreement; (iv) the Company
                                            or its Subsidiaries, as applicable, has obtained any and all head landlord consents required
                                            to enter into sublease agreements; (v) the Purchaser has been provided complete and accurate
                                            copies of all documents with respect to the Leased Real Property; and (vi) there are no written
                                            or oral subleases, concessions or other Contracts or arrangements granting to any Person
                                            other than the Company or its Subsidiaries the right to use or occupy any such property.



		(d)	The current
                                            use of the Owned Real Property and the Leased Real Property complies, in all material respects,
                                            with applicable Laws. The Company and its Subsidiaries have not received any written notice
                                            from a Governmental Authority to the effect that the Owned Real Property or the Leased Real
                                            Property or the buildings, works or fixtures thereon, violates in any material respect any
                                            provision of any Law, including planning, zoning and building codes, fire regulations, or
                                            other restrictions relating to the use or construction of the Owned Real Property or the
                                            Leased Real Property.



		(25)	Environmental
                                            Matters. (a) Each of the Company and the Subsidiaries and their respective assets and
                                            properties and the business, affairs and operations of each of the Company and the Subsidiaries
                                            have been and are in compliance in all material respects with all Environmental Laws; (b)
                                            neither the Company nor the Subsidiaries are in violation in any material respect of any
                                            regulation relating to the release or threatened release of Hazardous Materials; (c) no property
                                            currently owned or operated by the Company nor any of its Subsidiaries (including soils,
                                            groundwater, surface water, buildings and surface and subsurface structures) is contaminated
                                            with any Hazardous Materials which would reasonably be expected to require remediation or
                                            other action pursuant to any Environmental Law; (d) each of the Company and its Subsidiaries
                                            has complied in all material respects with all reporting and monitoring requirements under
                                            all Environmental Laws; (e) neither the Company nor its Subsidiaries has ever received any
                                            notice of any non-compliance in respect of any Environmental Laws; (f) there are no events
                                            or circumstances that might reasonably be expected to form the basis of an order for clean
                                            up or remediation, or an action, suit or proceeding by any private party or governmental
                                            body or agency, against or affecting the Company and its Subsidiaries relating to Hazardous
                                            Materials or any Environmental Laws; (g) there are no licences required pursuant to any applicable
                                            Environmental Laws necessary to conduct the business, affairs and operations of each of the
                                            Company and its Subsidiaries; and (h) neither the Company nor any of its Subsidiaries is
                                            subject to any Order or other agreement with any Governmental Authority or any indemnity
                                            or other agreement with any third party relating to obligations or liabilities under any
                                            Environmental Law.






 




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		(26)	Intellectual
                                            Property.



		(a)	Other than
                                            as set out in Section 26(a) of the Disclosure Letter, the Company and its Subsidiaries
                                            own or have sufficient rights to use in connection with the conduct of their respective businesses
                                            all of the Company Intellectual Property.



		(b)	Section
                                            26(b) of the Disclosure Letter sets forth a true, correct, and complete list of all registered
                                            Company Intellectual Property owned by the Company or any of its Subsidiaries and all pending
                                            applications for registration of any Company Intellectual Property owned by the Company or
                                            any of its Subsidiaries, including listing (i) the jurisdictions in which each such item
                                            of Company Intellectual Property has been issued, registered, otherwise arises or in which
                                            any such application for such issuance and registration has been filed , (ii) the owners
                                            of each such item of Company Intellectual Property, and (iii) the registration or application
                                            numbers and dates, as applicable (“Registered Company Intellectual Property”).
                                            All of such Registered Company Intellectual Property has been properly maintained and renewed
                                            in accordance with all Laws and has not been maintained, used or enforced, or failed to be
                                            maintained, used or enforced, in a manner that would result in the abandonment, cancellation
                                            or unenforceability thereof. Section 26(b) further sets forth a true, correct, and
                                            complete list of all unregistered Company Intellectual Property owned by the Company or any
                                            of its Subsidiaries that is material to the Company and/or its Subsidiaries. All Company
                                            Intellectual Property owned by the Company or any of its Subsidiaries that is material to
                                            the conduct of their respective businesses is subsisting, valid and enforceable. Except as
                                            disclosed in Section 26(b) of the Disclosure Letter, neither the Company nor any of
                                            its Subsidiaries has, within the six years prior to the date of this Agreement, received
                                            any unresolved written claim contesting the validity, enforceability or ownership of any
                                            Registered Company Intellectual Property owned by the Company or any of its Subsidiaries.
                                            Neither the Company nor any of its Subsidiaries is aware that any Company Intellectual Property
                                            owned by the Company or any of its Subsidiaries is being used by third parties other than
                                            under terms of a written licence from the Company or its Subsidiaries. The Company and each
                                            of its Subsidiaries has a valid license to use, in connection with the conduct of their respective
                                            business, all Company Intellectual Property that is material to the conduct of their respective
                                            businesses and is not owned by the Company or any of its Subsidiaries, in each case subject
                                            only to the terms of the Material IP Contracts.








    	 	A - 18	 



     


    

 


		(c)	Except as disclosed
                                            in Section 26(c) of the Disclosure Letter, and except as has not resulted in, and
                                            would not reasonably be expected to result in, material liability to the Company or any of
                                            its Subsidiaries, within the six years prior to the date of this Agreement, (i) the Company’s
                                            and its Subsidiaries’ conduct of their respective businesses has not, infringed, misappropriated
                                            or otherwise violated any Intellectual Property of any Person, and (ii) neither the Company
                                            nor any of its Subsidiaries has received any written third party claim alleging any such
                                            infringement, misappropriation or other violation. To the knowledge of the Company, no Person
                                            has infringed, misappropriated or violated or is infringing, misappropriating or otherwise
                                            violating any Company Intellectual Property owned by the Company or any of its Subsidiaries.



		(d)	The Company
                                            and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality
                                            of their trade secrets, proprietary know-how, non-public Information and Confidential Information
                                            included in Company Intellectual Property, and, to the Company's knowledge, none of their
                                            respective trade secrets, proprietary know-how, non-public Information and Confidential Information
                                            included in Company Intellectual Property have been disclosed to or discovered by any third
                                            party other than pursuant to reasonable terms of non-disclosure.



		(e)	Except as would
                                            not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
                                            Effect, (i) the information technology assets owned or used by the Company and its Subsidiaries
                                            operate and perform as required by the Company and its Subsidiaries in connection with their
                                            respective businesses and (ii) the Company and its Subsidiaries have implemented commercially
                                            reasonable backup and disaster recovery technology and procedures in a manner that is substantially
                                            consistent with applicable industry practices.



		(f)	Except as would
                                            not reasonably be expected to have a Material Adverse Effect, none of the software owned
                                            by the Company or any of its Subsidiaries or any software products distributed by the Company
                                            or any of its Subsidiaries incorporates or is comprised of or distributed with any Publicly
                                            Available Software in a manner which: (i) requires the distribution of the software source
                                            code in connection with the distribution of such software in object code form; (ii) materially
                                            limits the Company or any of its Subsidiaries’ freedom to seek full compensation in
                                            connection with making, using, marketing, licensing and/or distributing such software; or
                                            (iii) allows a Person or requires that a Person have the right to decompile, disassemble
                                            or otherwise reverse engineer such software.



		(g)	The Company
                                            and each of its Subsidiaries have no pending Claim, nor, to the knowledge of the Company,
                                            is there any threatened proceeding Claim against it or any of its Subsidiaries with respect
                                            to the Company’s or each of its Subsidiaries’ use of Intellectual Property or
                                            the validity, enforceability or ownership of Company Intellectual Property.



		(h)	There are no
                                            outstanding judgments, orders, decrees, stipulations or Laws that restrict the use of Company
                                            Intellectual Property.



		(i)	All Persons
                                            that have been involved in the creation or development of Company Intellectual Property purported
                                            to be owned by the Company or one of its Subsidiaries have irrevocably assigned all of their
                                            right, title and interest in and to that Intellectual Property to the Company or one of its
                                            Subsidiaries and irrevocably waived any authors’ moral rights that they may have in
                                            any such Intellectual Property in favour of the Company and its Subsidiaries.








    	 	A - 19	 



     


    

 


		(27)	No Undisclosed
                                            Liabilities. Except for obligations and liabilities (a) reflected or reserved against
                                            in the Financial Statements, (b) incurred in the Ordinary Course since the date of the Financial
                                            Statements that are not material, or (c) incurred in connection with actions taken pursuant
                                            to the terms of this Agreement, there are no obligations or liabilities of the Company or
                                            any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not
                                            required to be disclosed or any other facts or circumstances that, to the knowledge of the
                                            Company, would reasonably be expected to result in any claims against, or obligations or
                                            liabilities of, the Company or any of its Subsidiaries that is required by GAAP to be set
                                            forth in a consolidated statement of financial position of the Company, except as would not,
                                            individually or in the aggregate, reasonably be expected to result in a Material Adverse
                                            Effect.



		(28)	Taxes.



		(a)	All
                                            Taxes due and payable by the Company and its Subsidiaries have been duly and timely paid,
                                            except as would not, individually or in the aggregate, reasonably be expected to be material
                                            to the Company and its Subsidiaries, taken as a whole. All Tax Returns required to be filed
                                            by the Company and its Subsidiaries have been duly and timely filed with all appropriate
                                            authorities and all such returns, declarations, remittances and filings are complete and
                                            accurate and no fact or facts have been omitted therefrom which would make any of them misleading,
                                            except as would not, individually or in the aggregate, reasonably be expected to be material
                                            to the Company and its Subsidiaries, taken as a whole. No audit or examination of any Tax
                                            Return of the Company or any of its Subsidiaries is currently in progress and there are no
                                            issues or disputes outstanding with any Governmental Authority respecting any Taxes that
                                            have been paid, or may be payable, by the Company and any of its Subsidiaries, except as
                                            would not, individually or in the aggregate, reasonably be expected to be material to the
                                            Company and its Subsidiaries, taken as a whole. No material Tax refunds or credits have been
                                            claimed or received by the Company and its Subsidiaries to which they are not entitled.



		(b)	The Company
                                            and, as applicable, each of its Subsidiaries, have established on their books and records
                                            reserves that are adequate for the payment of all Taxes not yet due and payable and there
                                            are no Encumbrances for Taxes on the assets of the Company or any of its Subsidiaries other
                                            than for Taxes not yet due and payable, and, to the knowledge of the Company, there are no
                                            audits, examinations, investigations or administrative or judicial proceedings concerning
                                            any Tax matters with respect to the Company or any of its Subsidiaries pending or being conducted
                                            or, to the knowledge of the Company, that have been threatened in writing. There are no Claims
                                            which have been or, to the knowledge of the Company, may be asserted relating to any Tax
                                            Returns of the Company or any of its Subsidiaries (whether federal, state, provincial, local
                                            or foreign). No written claim has been made by any Governmental Authority in a jurisdiction
                                            where the Company or any of its Subsidiaries has not filed a Tax Return that the Company
                                            or any of its Subsidiaries are or may be subject to Tax by such jurisdiction. Other than
                                            as disclosed in Section 28(b) of the Disclosure Letter, neither the Company nor any
                                            of its Subsidiaries is or has been subject to Tax in any jurisdiction other than its jurisdiction
                                            of incorporation by virtue of having a permanent establishment or other place of business
                                            or taxable presence in that jurisdiction. All Taxes that the Company or any of its Subsidiaries
                                            are obligated to withhold from amounts paid or owing to any employee, independent contractor,
                                            creditor, stockholder, non-resident or other third party have been duly and timely withheld
                                            and remitted to the appropriate taxing authority, and all applicable forms with respect thereto
                                            have been properly completed and timely filed or provided to the payee (in each case, as
                                            required by Law). The Company and its Subsidiaries have charged, collected and remitted on
                                            a timely basis all Taxes as required by Law (including under Part IX of the Excise Tax
                                            Act (Canada) and any analogous provincial legislation) on any sale, supply or deliver
                                            whatsoever made by each of the Company and its Subsidiaries. There is no outstanding waiver
                                            or extension of any statute of limitations with respect to the assessment or collection of
                                            material Taxes from the Company or any of its Subsidiaries.



 




    	 	A - 20	 



     


    

 


		(c)	Neither the
                                            Company nor any of its Subsidiaries is a party to or bound by any Tax allocation or Tax sharing
                                            agreement or similar agreement with any Person, other than any such agreements solely between
                                            or among the Company and its Subsidiaries (excluding, in each case, any commercial agreement
                                            entered into in the Ordinary Course and not principally related to Taxes, such as a lease
                                            or credit agreement). Neither the Company nor any of its Subsidiaries (i) has been a member
                                            of any affiliated, consolidated, combined, unitary or other group for Tax purposes (other
                                            than a group of which the Company is the common parent) or (ii) has any liability for Taxes
                                            of any Person (or in connection with previously being, or ceasing to be, a member of any
                                            affiliated, consolidated, combined, unitary or other group for Tax purposes), as transferee
                                            (including for purposes of section 160 of the Tax Act), successor or otherwise.



		(d)	Neither the
                                            Company nor any of its Subsidiaries will be required to include any item of income in, or
                                            exclude any item of deduction from, taxable income for any taxable period (or portion thereof)
                                            beginning after the date hereof as a result of (i) any change in method of accounting for
                                            a taxable period (or portion thereof) ending on or before the date hereof or (ii) any action
                                            taken or transaction entered into before the date hereof. Neither the Company nor any of
                                            its Subsidiaries has received or applied for a Tax ruling from any Governmental Authority
                                            or entered into any closing agreement or other written agreement with a Governmental Authority
                                            regarding Taxes or Tax matters. The Company and each of its Subsidiaries has complied with
                                            all applicable rules regarding transfer pricing, including the execution and maintenance
                                            of documentation required to substantiate transfer pricing practices of the Company and its
                                            Subsidiaries.



		(e)	There are no
                                            circumstances existing which could result in the application of section 17, section 78 or
                                            sections 80 to 80.04 of the Tax Act, or any equivalent provision under Canadian provincial
                                            Law, to the Company or any of its Subsidiaries. Other than in the Ordinary Course, the Company
                                            and its Subsidiaries have not claimed nor will they claim any reserve under any provision
                                            of the Tax Act or any equivalent provincial provision, if any amount could be included in
                                            the income of the Company or its Subsidiaries for any period ending after the Closing.








    	 	A - 21	 



     


    

 


		(f)	The Convertible
                                            Debenture will not be “taxable Canadian property” for purposes of the Tax Act
                                            at the time it is issued.



		(29)	Litigation.



		(a)	Other than
                                            as disclosed in Section 29 of the Disclosure Letter, there are not, and since January
                                            1, 2018 there have not been, any Claims pending, resolved, settled or, to the knowledge of
                                            the Company, threatened against or relating to the Company or any of its Subsidiaries, the
                                            business of the Company or of any of its Subsidiaries or affecting any of their respective
                                            current or former properties or assets nor, to the knowledge of the Company are there any
                                            events or circumstances which could reasonably be expected to give rise to any such Claim.



		(b)	The Company
                                            or its Subsidiaries are not subject to any judgment, Order, writ, injunction, decree or award
                                            of any Governmental Authority.



		(30)	No Brokers.
                                            Except for Lazard Ltd, no investment banker, dealer, broker, finder, financial advisor or
                                            other intermediary has been retained by or is authorized to act on behalf of the Company
                                            or any of its Subsidiaries or is entitled to any fee, commission or other payment from the
                                            Company or any of its Subsidiaries in connection with this Agreement or any other transaction
                                            contemplated by the other Transaction Agreements.



		(31)	Privacy
                                            and Data Protection.



		(a)	Each of the
                                            Company and its Subsidiaries is, and has been, conducting its business in compliance in all
                                            material respects with all Data Protection Laws.



		(b)	There have
                                            been no material breaches, security incidents, misuse of or unauthorized access to or disclosure
                                            of, or any instances of accidental or unlawful destruction, loss or alteration of, any Personal
                                            Data in the possession or control of the Company or any of its Subsidiaries and, to the knowledge
                                            of the Company, there is no fact or matter which may give rise to the occurrence of any of
                                            the foregoing. None of the Company or any of its Subsidiaries has received any written or
                                            other notice of any claims or investigations related to alleged violations of Data Protection
                                            Laws, applicable privacy policies or Contracts with respect to Personal Data, and, to the
                                            knowledge of Company, there are no facts or circumstances which could form the basis for
                                            any such claim or investigation.



		(c)	True, correct
                                            and complete copies of all material correspondence between the Company or any of its Subsidiaries,
                                            on the one hand, and any Data Protection Authority, on the other hand, have been provided
                                            to the Purchaser.



		(32)	Anti-Spam Laws.
                                            Each of the Company and its Subsidiaries is, and has been, conducting its business in compliance
                                            with all Anti-Spam Laws, other than acts of non-compliance which individually or in the aggregate
                                            are not material.



 


 




    	 	A - 22	 



     


    

Schedule
B

Representations and Warranties and Acknowledgements

of the Purchaser


 


		(1)	Incorporation
                                            and Organizational Matters. The Purchaser is a valid and subsisting company existing
                                            under the Laws of its jurisdiction of formation and no steps or proceedings have been taken
                                            by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding
                                            up of the Purchaser.



		(2)	Corporate
                                            Authorization and Power. The Purchaser has all requisite corporate power and authority
                                            and has taken all corporate action necessary in order to execute, deliver and perform under
                                            this Agreement and each of the other Transaction Agreements to which it is or will be a party
                                            and to consummate the transactions contemplated hereby and thereby.



		(3)	Execution
                                            and Binding Obligations.



		(k)	This
                                            Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes
                                            a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser
                                            in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict
                                            with the constating documents of the Purchaser or the terms of any restriction or Contract
                                            to which the Purchaser is subject.



		(l)	Each
                                            of the other Transaction Agreements has been or will be duly authorized, executed and delivered
                                            by the Purchaser and such Affiliates (as applicable) that is or will be a party thereto and
                                            shall constitute a legal, valid and binding obligation of the Purchaser and each of its applicable
                                            Affiliates enforceable against such of them in accordance with its terms, subject to Bankruptcy
                                            Laws, and will not violate or conflict with the constating documents of the Purchaser and
                                            its applicable Affiliates or the terms of any restriction or Contract to which the Purchaser
                                            or its applicable Affiliates is subject.



		(4)	No
                                            Bankruptcy. There has not been a Bankruptcy Event with respect to the Purchaser. The
                                            Purchaser has sufficient funds to satisfy its obligations under this Agreement.



		(5)	Securities
                                            Laws Matters.



		(a)	The Purchaser
                                            is an “accredited investor” as defined in NI 45-106.



		(b)	The Purchaser
                                            is purchasing as principal or is deemed to be purchasing as principal in accordance with
                                            Securities Laws, for its own account and not as agent for the benefit of another Person.



		(c)	The Purchaser
                                            was not created or used solely to purchase or hold securities in reliance on the exemption
                                            from the prospectus requirement in Section 2.10 of NI 45-106.



		(6)	Security
                                            Ownership. The Purchaser currently holds no securities in the capital of the Company.





		(7)	Offering
                                            Memorandum. The Purchaser has not been provided with, has not requested, and does not
                                            need to receive an offering memorandum as defined in applicable Securities Laws.