Common use of Conditions to the Transaction Clause in Contracts

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. The obligations of the parties hereto, as well as the obligations of the parties to the Shareholders’ Agreement to consummate the transactions contemplated by this Agreement and the Related Agreements (acollectively, the “Transactions”) The Recapitalization Transaction shall at a closing to be held on the date hereof (the “Closing”) is subject to the satisfaction fulfillment of each of the following conditions prior conditions: (i) as applicable, MCO and CAV will have obtained and delivered to OBMP customary payoff letters and lien release documentation reasonably satisfactory to OBMP and their counsel relating to the repayment of all debt of Vitel, including the termination of all liens on any assets of Vitel securing any such debt; (ii) MCO and CAV will have forgiven all stockholder loans and related party debt to Vitel and its shareholders and their Affiliates on such terms that are consistent with the provisions hereof, and provided to OBMP and Vitel (as applicable) releases in respect of any claims by MCO and CAV against Vitel or at OBMP relating to such loans; (iii) MCO and CAV will have obtained and delivered to OBMP the time resignations of each of the Recapitalization Transaction is implemented directors and officers of Vitel including MCO and CAV; (iv) Vitel will have an amount of working capital of $10,000.00 (ten thousand Dollars 00/100) as of the “Effective Time”consummation of the Transactions; (v) each of which is for the mutual benefit Vitel and OBMP shall have a total indebtedness in their balance sheet as of the Companiesdate hereof in an amount of no greater than $450,000.00 (four hundred and fifty thousand Dollars 00/100) as set forth in the schedules of assets and liabilities of Vitel and the financial statements of OBMP, on the one handattached hereto as Schedule 3.1(k) and Schedule 3.2(l), respectively; (vi) each of MCO and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order CAV shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity entered into employment agreements with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be Vitel in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; OBMP; (vii) Vitel and OBMP shall each have received all filings that are required under applicable Laws in connection with necessary governmental, board of directors and third-party approvals and consents to the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; Transactions; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed AccountsSupporting Second Lien Noteholders, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts Majority Supporting Second Lien Noteholders (provided that such conditions shall not be enforceable by the Companies or Cansoa Supporting Second Lien Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Cansothe Majority Supporting Second Lien Noteholders); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Cansothe Majority Supporting Second Lien Noteholders) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Cansothe Majority Supporting Second Lien Noteholders, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory acceptable to Cansothe Majority Supporting Second Lien Noteholders, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties)reasonably; (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Cansothe Majority Supporting Second Lien Noteholders, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Cansothe Majority Supporting Second Lien Noteholders, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second First Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) Canso, for and on behalf of the Managed Accounts, Supporting Second Lien Noteholders shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by it them on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Supporting Second Lien Noteholders set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, Supporting Second Lien Noteholders to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, Supporting Second Lien Noteholders and may be waived, in whole or in part, by Canso the Majority Supporting Second Lien Noteholders (provided that such conditions shall not be enforceable by Canso the Supporting Second Lien Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control Cansoof the Supporting Second Lien Noteholder seeking enforcement): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the CompaniesCompanies and a registration rights agreement providing for the qualification for sale of common shares in Canada) shall be in form and substance satisfactory to Cansothe Majority Supporting Second Lien Noteholders, acting reasonably; (viv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso the Majority Supporting Second Lien Noteholders or the Advisors, acting reasonably; (viv) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (viivi) there shall not exist or have occurred any Material Adverse Change; (vii) the terms of the Management Incentive Plan shall be acceptable to the Majority Supporting Second Lien Noteholders, acting reasonably; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) the accrued and unpaid interest owing under the Second Lien Notes up to July 15, 2016 shall have been paid in cash (excluding, for greater certainty, with respect to the Second Lien Notes only, any default interest or interest accrued after July 15, 2016); (x) all of the Existing Equity, except for the Existing Shares and the Common Shares and the Companies’ shareholder rights plan, shall have been extinguished and cancelled for no consideration pursuant to the Plan or otherwise dealt with to the satisfaction of the Companies and the Majority Supporting Second Lien Noteholders; (xi) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (xxii) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at on the time the Recapitalization Transaction is implemented (the “Effective Time”) Date, each of which is for the mutual benefit of the Companies, Company,‌ on the one hand, and Canso, for and on behalf of the Managed AccountsConsenting Noteholders, on the other hand, and may be waived in whole or in part jointly by the Companies Company and Canso, for and on behalf of the Managed Accounts Super Majority Consenting Noteholders (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, a Party if any failure to satisfy such conditions condition results from an action, error or omission by or within the control of the that Party seeking enforcementor a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) the Interim Order this Agreement shall not have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso)terminated; (ii) the CBCA Plan shall have been approved by (A) the Court; Court and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the CourtCourt (whether in or after the Interim Order); (iii) the Plan Company shall have been approved received all material required consents and approvals from third parties, unless otherwise addressed pursuant to the Final Order by no later than September 30Order; (iv) the Final Order, 2016 (or such other date as may be agreed in form and substance satisfactory to by the Companies and Canso) Company and the Final Order (A) Super Majority Consenting Noteholders, each acting reasonably, shall have been entered granted by the Court Court, and (B) shall have become a final order, the implementation, operation or effect of which the Final Order shall not have been stayed, varied in a manner not acceptable to the Companies Company or Cansothe Super Majority Consenting Noteholders, each acting reasonably, vacated or be subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties)appeal; (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction CBCA Plan shall be in form and substance acceptable to the Companies Company and Cansothe Super Majority Consenting Noteholders and all other Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof) and shall be in form and substance satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all material filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained on terms satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (vii) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Super Majority Consenting Noteholders, each acting reasonably; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the CBCA Plan that restrains, prohibits or materially impedes or prohibits (or if granted would reasonably be expected to restrain, impede prohibit or prohibitmaterially impede), the Recapitalization Transaction or the Plan or any material part thereof CBCA Plan, or requires or purports to require a material variation of the Recapitalization Transaction TermsTerms that is not acceptable to the Company or the Super Majority Consenting Noteholders, each acting reasonably; (ix) the Second Lien Support Agreement there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in full force and effect and shall not have been terminatedconnection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (xiiixi) the Effective Date shall have occurred no later than occur by the Outside DateDate or such later date as the Company and the Super Majority Consenting Noteholders may agree. (b) The obligations of the Companies Company to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or at on the Effective TimeDate, each of which is for the exclusive benefit of the Companies Company and may be waived, in whole or in part, solely by the Companies Company (provided that such conditions shall not be enforceable by the Companies Company if any the failure to satisfy any such conditions results from an action, error or omission by or within the control of the CompaniesCompany or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) Canso, for and on behalf of the Managed Accounts, Consenting Noteholders shall have complied in all material respects with each covenant their covenants and obligation obligations in this Support Agreement that is are to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders set forth in this Support Agreement Sections 2(a), 2(f) and 2(h) shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement;date; and (iii) the Plan representations and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents warranties of the CompaniesConsenting Noteholders set forth in this Agreement (other than the representations and warranties in set forth Sections 2(a), 2(f) and 2(h)) shall be true and correct in form all material respects (except for those representations and substance satisfactory to the Companieswarranties which expressly include a materiality standard, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings which shall be satisfactory true and correct in all respects giving effect to such materiality standard), except where the Companiesfailure for such representations and warranties to be true and correct in all material respects (or in all respects, acting reasonablyas applicable) does not effect the completion of the Transaction as contemplated in the CBCA Plan. (c) The obligations of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at on the Effective TimeDate, each of which is for the exclusive benefit of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders and may be waived, in whole or in part, solely by Canso the Super Majority Consenting Noteholders (provided that such conditions shall not be enforceable by Canso the Consenting Noteholders if any the failure to satisfy any such conditions results from an action, error or omission by or within the control Canso):of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement):‌ (i) the Companies Company shall have have: (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement); and (B) complied in all material respects with each covenant its covenants and obligation obligations in this Support Agreement that is are to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c))Date; (ii) the representations and warranties of the Companies Company set forth in this Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (iA) that representations and warranties that are given as of a specified date shall be true and correct in all material respects (or all respects, as applicable) as of such date date, and (iiB) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date Company shall have been paidentered into the Shareholder Agreement; (iv) the Plan size and all material transaction documents relating composition of the board of directors of the Company at the Effective Date shall be satisfactory to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonablySuper Majority Consenting Noteholders; (v) all orders made securities of the Company to be issued in connection with the Transaction, when issued and judgments rendered by any competent court of lawdelivered, shall be duly created and all rulings and decrees of any competent regulatory bodyauthorized, agent or official in relation validly issued and, with respect to the Proceedings shall be satisfactory to Canso or the AdvisorsNew Common Shares, acting reasonablyfully paid and non-assessable; (vi) all actions taken immediately following implementation of the Transaction, the aggregate principal amount of the Company's secured and unsecured debt obligations for borrowed money shall consist of only: (A) up to Canadian $150,000,000 of New First Lien Debt, (B) the U.S. Dollar equivalent of up to Canadian $250,000,000 of New Second Lien Notes and (C) the U.S. Dollar equivalent of up to Canadian $125,000,000 of New Convertible Subordinate Notes, or such other amounts as may be approved by the Companies Super Majority Consenting Noteholders in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreementwriting; (vii) there shall not exist or have occurred those conditions for the benefit of the Consenting Noteholders set forth in the Term Sheet and any Material Adverse Changeother Definitive Document; (viii) the TSX shall have confirmed in writing to the Company that the Company’s common shares will be delisted from the TSX upon completion of the Transaction, subject to customary conditions and filings; (ix) the reasonable and documented outstanding fees and expenses of the Initial Consenting Noteholder Advisors shall have been paidpaid in full in cash, provided that the Initial Consenting Noteholder Advisors shall have provided the Companies Company with invoices for all such fees and expenses at least three two (32) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Companies and any affiliated or related entities that are to be formed in connection Company certifying compliance with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessableterms of this Section 8 as of the Effective Date.

Conditions to the Transaction. (a) The Recapitalization If, at the election of the Company, the Transaction is being implemented pursuant to a CBCA Plan, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) , each of which is for the mutual benefit of the CompaniesCompany, on the one hand, and Canso, for and on behalf of the Managed AccountsConsenting Debentureholders, on the other hand, and may be waived in whole or in part jointly by the Companies Company and Canso, for and on behalf of the Managed Accounts Majority Consenting Debentureholders (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, a Party if any failure to satisfy such conditions condition results from an action, error or omission by or within the control of the that Party seeking enforcementor a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) the Interim Order this Agreement shall not have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso)terminated; (ii) the CBCA Plan shall have been approved by (A) the Court; Court and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the Court; (iii) the Plan Final Order shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to granted by the Companies Court, and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which the Final Order shall not have been stayed, varied in a manner not acceptable to the Companies Company or Cansothe Majority Consenting Debentureholders, each acting reasonably, vacated or be subject to pending appeal and as to which order any appeal periods relating thereto shall have expiredappeal; (iv) the CBCA Plan and all transaction documents relating the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Partiesterms hereof); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viiivi) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the CBCA Plan that restrains, prohibits or materially impedes or prohibits (or if granted would reasonably be expected to restrain, impede prohibit or prohibitmaterially impede), the Recapitalization Transaction or the Plan or any material part thereof CBCA Plan, or requires or purports to require a material variation of the Recapitalization Transaction TermsTerms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably; (ixvii) the Second Lien Support Agreement there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in full force and effect and shall not have been terminatedconnection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xiiviii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (xiiiix) the Effective Date shall have occurred no later than occur by the Outside DateDate or such later date as the Company and the Majority Consenting Debentureholders may agree. (b) If, at the election of the Company, the Transaction is being implemented pursuant to a Debenture Amendment, the Transaction shall be subject to the reasonable satisfaction of the following conditions prior to the Effective Time, each of which is for the benefit of the Company, on the one hand, and the Consenting Debentureholders, on the other hand, and may be waived in whole or in part by the Company and the Majority Consenting Debentureholders (provided that conditions shall not be enforceable by a Party if any failure to satisfy such condition results from an action, error or omission by or within the control of that Party or a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) this Agreement shall not have been terminated; (ii) the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the terms hereof); (iii) all filings that are required under applicable Laws in connection with the Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (iv) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, prohibits or materially impedes (or if granted would reasonably be expected to restrain, prohibit or materially impede), the Transaction, or requires or purports to require a material variation of the Transaction Terms that is not acceptable to the Company and the Majority Consenting Debentureholders, each acting reasonably; (v) there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in connection with the Transaction that would reasonably be expected restrain, prohibit or materially impede the Transaction; and (vi) the Effective Date shall occur by the Outside Date or such later date as the Company and the Majority Consenting Debentureholders may agree. (c) The obligations of the Companies Company to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Company and may be waived in whole or in part, solely by the Company (provided that such conditions shall not be enforceable by the Company if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Company or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) the Consenting Debentureholders shall have complied in all material respects with their covenants and obligations in this Agreement that are to be performed on or before the Effective Date; and (ii) the representations and warranties of the Consenting Debentureholders set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement. (d) The obligations of the Consenting Debentureholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Companies Consenting Debentureholders and may be waived, waived in whole or in part, solely by the Companies Majority Consenting Debentureholders (provided that such conditions shall not be enforceable by the Companies Consenting Debentureholders if any the failure to satisfy any such conditions results from form an action, error or omission by or within the control of the CompaniesConsenting Debentureholder seeking enforcement or a breach by the Consenting Debentureholder of its own representation, warranty, agreement or covenant under this Agreement): (i) Canso, for and on behalf of the Managed Accounts, Company shall have complied in all material respects with each covenant its covenants and obligation obligations in this Support Agreement that is are to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Company set forth in this Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (iA) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (iiB) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued common shares of the Company, including the New Common Shares, shall be listed and unpaid interest owing under conditionally approved for trading on the First Lien Notes up TSX, subject only to the Effective Date shall have been paidreceipt of customary final documentation; (ivi) immediately following implementation of the Transaction, the aggregate principal amount of the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and (b) up to US$202.2 million of secured and unsecured notes (plus such amount of additional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), or such other amount(s) acceptable to the Company and the Majority Consenting Debentureholders; and (ii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles Company shall have paid, within a reasonable period following presentation of incorporationinvoices, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of counsel to the Advisors shall have been paidInitial Consenting Debentureholder up to a maximum aggregate amount agreed to in advance by the Company, provided that the Advisors such counsel shall have provided the Companies Company with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a1) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) implemented, each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed AccountsSupporting Senior Noteholders, on the other hand, and may be waived in whole or in part jointly by A▇▇ and the Companies and Canso, for and on behalf of the Managed Accounts Requisite Supporting Senior Noteholders (provided that such conditions shall not be enforceable by the Companies Ayr or Cansoa Supporting Senior Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (iia) the Plan shall have been approved by (Ai) the Court; and (Bii) the requisite majority majorities of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the Court; (iiib) the Plan CSE shall have been approved pursuant consented to or not objected to the Final Order by no later than September 30Transaction; (c) all filings, 2016 consents, and approvals required under applicable Law to consummate the Transaction (or such other date as may be agreed to by the Companies including, without limitation, required state and Canso) and the Final Order (Amunicipal cannabis regulatory approvals) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation made or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or madeobtained, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated, in each case on terms reasonably satisfactory to Ayr and the Requisite Supporting Senior Noteholders; (viiid) the Plan and all Definitive Documents shall be in form and substance consistent with this Support Agreement and the Transaction Terms and otherwise reasonably acceptable to Ayr and the Requisite Supporting Senior Noteholders; (e) the conditions precedent to implementation of the Plan shall have been satisfied or waived in accordance with the terms of the Plan; (f) the conditions precedent in each of the Definitive Documents shall have been satisfied or waived in accordance with the terms of the applicable Definitive Document; (g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit)prohibits, the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ixh) there shall be usual and customary releases in connection with the Second Lien Support Agreement implementation of the Transaction under the CBCA to be effective as of the Effective Date (the “Releases”) pursuant to the Plan and the Final Order, and pursuant to contractual releases entered into among the Parties. The Releases shall be in full force the form and effect and shall not have been terminated;substance annexed hereto as Schedule F; and (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xiii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b2) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective TimeDate, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies A▇▇ (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (ia) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in Ayr has not validly terminated this Support Agreement or delivered a termination notice that is subject to be performed by it cure on account of one or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf more of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating Supporting Senior Noteholders having failed to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied comply in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c));Date; and (iib) the representations Interim Order, the Plan, and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date Final Order shall have been paid; (iv) filed and approved by the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be Court in form and substance satisfactory reasonably acceptable to Cansothe Companies. (3) The obligations of the Supporting Senior Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective Date, acting reasonablyeach of which is for the benefit of the Supporting Senior Noteholders and may be waived, in whole or in part, by the Requisite Supporting Senior Noteholders (provided that such conditions shall not be enforceable by the Supporting Senior Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Supporting Senior Noteholder seeking enforcement): (a) the Requisite Supporting Senior Noteholders shall have not have validly terminated this Support Agreement or delivered a termination notice in accordance with the terms hereof; (vb) the New Shares and the New 1L Secured Notes shall have been issued, and the New Shares shall have been accepted for listing on the CSE and not be subject to a restricted period (other than contractual lock-ups including as contemplated in the Term Sheet) or to a statutory hold period under Canadian or U.S. securities laws, or to any resale restriction under the rules, policies or requirements of the CSE; (c) prior to delivery of the securities issued pursuant to the Plan, all orders made necessary corporate action has been taken by Ayr to authorize and judgments rendered by any competent court of lawissue all such securities, and all rulings such securities will be validly issued and decrees delivered, will not be issued in violation of or subject to any competent regulatory body, agent pre-emptive rights or official in relation contractual rights to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonablypurchase securities issued by Ayr; (vid) all actions taken the Interim Order, the Plan, and the Final Order shall have been filed and approved by the Companies Court in furtherance of form and substance reasonably acceptable to the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement;Requisite Supporting Senior Noteholders; and (vii) there shall not exist or have occurred any Material Adverse Change; (viiie) the reasonable and documented invoiced fees and expenses of the Advisors in accordance with and subject to the engagement letters and fee letters entered into by A▇▇ and the Advisors shall have been paid, provided that the Advisors shall have provided the Companies Ayr with invoices for all such fees and expenses at least three one (31) Business Days calendar day prior to the Effective Date; Date (ix) PNCC it being understood that failure to provide such invoice prior to the Effective Date shall remain a Canadian public company not preclude the applicable Advisor’s right to payment following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessableEffective Date).

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or at on the time the Recapitalization Transaction is implemented (the “Effective Time”) Date, each of which is for the mutual benefit of the CompaniesCompany, on the one hand, and Canso, for and on behalf of the Managed AccountsConsenting Noteholders, on the other hand, and may be waived in whole or in part jointly by the Companies Company and Canso, for and on behalf of the Managed Accounts Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, a Party if any failure to satisfy such conditions condition results from an action, error or omission by or within the control of the that Party seeking enforcementor a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) the Interim Order this Agreement shall not have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso)terminated; (ii) the CBCA Plan shall have been approved by (A) the Court; Court and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the CourtCourt and shall have been implemented by the Outside Date; (iii) the Plan Company shall have been approved received any and all required consents and approvals from required third parties, unless otherwise addressed pursuant to the Final Order by no later than September 30Order; (iv) the Final Order, 2016 (or such other date as may be agreed in form and substance satisfactory to by the Companies and Canso) Company and the Final Order (A) Initial Consenting Noteholders, each acting reasonably, shall have been entered granted by the Court Court, and (B) shall have become a final order, the implementation, operation or effect of which the Final Order shall not have been stayed, varied in a manner not acceptable to the Companies Company or Cansothe Initial Consenting Noteholders, each acting reasonably, vacated or be subject to pending appeal and as to which order any appeal periods relating thereto shall have expiredappeal; (ivv) the CBCA Plan and all transaction documents relating the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the Recapitalization Transaction terms hereof) and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies Company and the Majority Second Lien Noteholder Supporting Parties)Initial Consenting Noteholders, each acting reasonably; (vvi) all disclosure documents (including press releases) and definitive agreements in each case releases in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies Company and Cansothe Initial Consenting Noteholders, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material third party and regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained on terms satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (ix) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the CBCA Plan that restrains, prohibits or materially impedes or prohibits (or if granted would reasonably be expected to restrain, impede prohibit or prohibitmaterially impede), the Recapitalization Transaction or the Plan or any material part thereof CBCA Plan, or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) Terms that is not acceptable to the Second Lien Support Agreement shall be in full force Company and effect and shall not have been terminatedthe Initial Consenting Noteholders, each acting reasonably; (x) the Backstop Commitment Agreement there shall be no proceeding, claim or investigation pending or threatened before any Governmental Entity in full force and effect and shall not have been terminatedconnection with the Transaction that would reasonably be expected to restrain, prohibit or materially impede the Transaction or the CBCA Plan; (xi) the Recapitalization Transaction Company shall be compliant with section 19 not have made any amendments or modifications to, grant any awards under or made any Board determinations that the implementation of the ITA, not Transaction is deemed to result in the acquisition a change of control by a non-Canadian under the ICAunder, its existing equity incentive plans, and receive clearance under shall not have implemented any new or additional equity incentive plans or similar arrangements, in each case on or prior to the Competition Actimplementation of the Transaction, without the consent of the Initial Consenting Noteholders; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the CBCA Plan; and (xiii) the Effective Date shall have occurred no later than occur by the Outside DateDate or such later date as the Company and the Initial Consenting Noteholders may agree. (b) The obligations of the Companies Company to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or at on the Effective TimeDate, each of which is for the exclusive benefit of the Companies Company and may be waived, in whole or in part, solely by the Companies Company (provided that such conditions shall not be enforceable by the Companies Company if any the failure to satisfy any such conditions results from form an action, error or omission by or within the control of the CompaniesCompany or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) Canso, for and on behalf of the Managed Accounts, Consenting Noteholders shall have complied in all material respects with each covenant their covenants and obligation obligations in this Support Agreement that is are to be performed by it on or before the Effective Date;; and (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders set forth in this Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date, and (B) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement. (c) The obligations of the Consenting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or on the Effective Date, each of which is for the exclusive benefit of the Consenting Noteholders and may be waived, in whole or in part, solely by the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Consenting Noteholders if the failure to satisfy any such conditions results form an action, error or omission by or within the control of the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement): (i) the Company shall have (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement), and (B) complied in all material respects with its covenants and obligations in this Agreement that are to be performed on or before the Effective Date; (ii) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (A) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (iiB) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan composition and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents size of the Companies) Board as of the Effective Date shall be in form and substance satisfactory to the CompaniesInitial Consenting Noteholders and the Company, each acting reasonably; and, and the Company shall have entered into a registration rights agreement reasonably satisfactory to the Initial Consenting Noteholders and the Company, each acting reasonably; (iv) all orders made securities of the Company to be issued in connection with the Transaction, when issued and judgments rendered by any competent court of lawdelivered, and all rulings and decrees of any competent regulatory bodyshall be duly authorized, agent or official in relation validly issued and, with respect to the Proceedings shall be satisfactory to the CompaniesNew Common Shares, acting reasonably. (c) The obligations of Canso, for fully paid and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, bynon-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonablyassessable; (v) all orders made common shares of the Company, including the New Common Shares, shall be listed and judgments rendered by any competent court conditionally approved for trading on the TSX, subject only to the receipt of lawcustomary final documentation; (vi) immediately following implementation of the Transaction, the aggregate principal amount of the Company’s secured and unsecured debt obligations for borrowed money shall consist of only: (a) up to $100 million of the Company’s first lien bank facilities, and all rulings (b) up to US$202.2 million of secured and decrees unsecured notes (plus such amount of any competent regulatory bodyadditional notes as may be issued to holders of Existing Senior Unsecured Notes as payment for accrued and outstanding interest in respect of the Existing Senior Unsecured Notes on implementation of the CBCA Plan), agent or official in relation such other amount(s) acceptable to the Proceedings Company and the Initial Consenting Noteholders; (vii) the Company shall not have made any cash payment of principal or interest to any holder of, or on account of, the Convertible Debentures while this Agreement is in effect (except as permitted under the Term Sheet); (viii) all of the Convertible Debentures shall have been exchanged in accordance with the Term Sheet (or repaid and extinguished as permitted under the Term Sheet) and all claims with respect to the Convertible Debentures shall be satisfactory irrevocably and finally extinguished, discharged and released; (ix) the Revolving Credit Facility shall have been extended for a one-year term on substantially similar terms as the current Revolving Credit Facility, and/or with such other terms as are acceptable to Canso or the AdvisorsCompany and the Initial Consenting Noteholders, each acting reasonably; (vix) all actions taken by the Companies in furtherance Existing Second Lien Note Purchase Agreement shall have been amended to reflect the terms of and allow for the implementation of the Recapitalization Transaction in accordance with the Term Sheet in form and substance acceptable to the Company and the Plan shall be consistent in all material respects with the Plan and this Support AgreementInitial Consenting Noteholders, each acting reasonably; (viixi) there each of the applicable parties shall not exist have executed and delivered an intercreditor agreement (which may be by way of an amendment to or have occurred any Material Adverse Changean amendment and restatement of the Existing Intercreditor Agreement) to reflect the lien subordination of the New Third Lien Notes to the Revolving Credit Facility, the Existing Second Lien Notes and New Second Lien Notes in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (viiixii) the reasonable and documented outstanding fees and expenses of the Initial Consenting Noteholder Advisors shall have been paidpaid in full in cash in accordance with each of their respective written agreements with the Company, provided that the Initial Consenting Noteholder Advisors shall have provided the Companies Company with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (xxiii) all securities the Company shall have provided the Initial Consenting Noteholder Advisors with a certificate signed by an officer of the Companies and any affiliated or related entities that are to be formed in connection Company certifying compliance with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessableterms of this Section 8 as of the Effective Date.

Conditions to the Transaction. (a1) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) implemented, each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed AccountsSupporting Noteholders, on the other hand, and may be waived in whole or in part jointly by The Cannabist Company and the Companies and Canso, for and on behalf of the Managed Accounts Requisite Supporting Noteholders (provided that such conditions shall not be enforceable by the Companies The Cannabist Company or Cansoa Supporting Noteholder, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (ia) the Interim Order, the Plan, and the Final Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (Ai) the Court; Court and (Bii) the requisite majority majorities of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the Court; (iiib) the distribution of the New Shares pursuant to the Plan shall be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof and applicable securities laws of any state of the United States and the A&R Indenture shall have been approved pursuant declared effective by the Securities and Exchange Commission under the U.S. Trust Indenture Act; (c) Cboe shall have consented to or not objected to the Final Order by no later than September 30Transaction; (d) all filings, 2016 consents, and approvals required under applicable Law to consummate the Transaction (or such other date as may be agreed to by the Companies including, without limitation, required state and Canso) and the Final Order (Amunicipal cannabis regulatory approvals) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation made or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or madeobtained, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated, in each case on terms reasonably satisfactory to The Cannabist Company and the Requisite Supporting Noteholders; (viiie) the Plan and all Definitive Documents shall be in form and substance consistent with this Support Agreement and the Transaction Terms and otherwise reasonably acceptable to The Cannabist Company and the Requisite Supporting Noteholders; (f) the conditions precedent to implementation of the Plan shall have been satisfied or waived in accordance with the terms of the Plan; (g) the conditions precedent in each of the Definitive Documents shall have been satisfied or waived in accordance with the terms of the applicable Definitive Document; (h) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit)prohibits, the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ixi) there shall be usual and customary releases in connection with the Second Lien Support Agreement implementation of the Transaction under the CBCA to be effective as of the Effective Date (the “Releases”) pursuant to the Plan and the Final Order, and pursuant to contractual releases entered into among the Parties. The Releases shall be in full force the form and effect and shall not have been terminated;substance annexed hereto as Schedule E; and (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xiij) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Date. (b2) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective TimeDate, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies The Cannabist Company (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (ia) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in The Cannabist Company has not validly terminated this Support Agreement or delivered a termination notice that is subject to be performed by it cure on account of one or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf more of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating Supporting Noteholders having failed to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied comply in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c));Date; and (iib) the representations Interim Order, the Plan, and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date Final Order shall have been paid; (iv) filed and approved by the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be Court in form and substance satisfactory reasonably acceptable to Cansothe Companies. (3) The obligations of the Supporting Noteholders to complete the Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following additional conditions prior to or at the Effective Date, acting reasonablyeach of which is for the benefit of the Supporting Noteholders and may be waived, in whole or in part, by the Requisite Supporting Noteholders (provided that such conditions shall not be enforceable by the Supporting Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Supporting Noteholder seeking enforcement): (a) the Requisite Supporting Noteholders shall have not validly terminated this Support Agreement or delivered a termination notice in accordance with the terms hereof; (vb) the New Shares, New Warrants and the New Notes shall have been issued, and not be subject to a restricted period (other than contractual lock-ups including as contemplated in the Term Sheet) or to a statutory hold period under Canadian or U.S. securities laws, or to any resale restriction under the rules, policies or requirements of Cboe; (c) prior to delivery of the securities issued pursuant to the Plan, all orders made necessary corporate action shall have been taken by The Cannabist Company to authorize and judgments rendered by any competent court of lawissue all such securities, and all rulings such securities shall have been validly issued and decrees delivered, shall not have been issued in violation of or subject to any competent regulatory body, agent pre-emptive rights or official in relation contractual rights to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonablypurchase securities issued by The Cannabist Company; (vid) all actions taken the Interim Order, the Plan, and the Final Order shall have been filed and approved by the Companies Court in furtherance of form and substance reasonably acceptable to the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement;Requisite Supporting Noteholders; and (vii) there shall not exist or have occurred any Material Adverse Change; (viiie) the reasonable and documented invoiced fees and expenses of the Advisors in accordance with and subject to the engagement letters and fee letters entered into by The Cannabist Company and the Advisors shall have been paid, provided that the Advisors shall have provided the Companies The Cannabist Company with invoices for all such fees and expenses at least three one (31) Business Days calendar day prior to the Effective Date; Date (ix) PNCC it being understood that failure to provide such invoice prior to the Effective Date shall remain a Canadian public company not preclude the applicable Advisor’s right to payment following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessableEffective Date).

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) ), each of which is for the mutual benefit of the CompaniesCompany, on the one hand, and Canso, for and on behalf of the Managed AccountsConsenting Parties, on the other hand, and may be waived waived, in whole or in part part, jointly by the Companies Company and Canso, for and on behalf of the Managed Accounts Requisite Consenting Parties (provided that such conditions shall not be enforceable by the Companies Company or Cansothe Consenting Parties, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement (or, in the case where the party seeking enforcement is one or more of the Consenting Parties, an action, error or omission by or within the control of the Consenting Party seeking enforcement)): (i) the Interim Transaction Approval Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to granted by the Companies Court and Canso)shall be in full force and effect; (ii) the Implementation Date shall have occurred no later than the Outside Date; (iii) in the event the Recapitalization is to be implemented pursuant to the Plan, the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iiiiv) each of the Plan Definitive Documents shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may contain terms and conditions consistent in all respects with this Agreement and shall otherwise be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction Company and the Plan shall be in form and substance satisfactory to CansoRequisite Consenting Parties, each acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties)reasonably; (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, regulatory and Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies Requisite Consenting Parties and Cansothe Company, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Requisite Consenting Party Advisors; (viivi) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;; and (viiivii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibitinhibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside DateTransaction. (b) The obligations of the Companies Consenting Parties to complete the Recapitalization Transaction and the other transactions contemplated hereby are is subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of the Companies Consenting Parties and may be waived, in whole or in part, by the Companies Requisite Consenting Parties (provided that such conditions shall not be enforceable by the Companies Consenting Parties if any failure to satisfy such conditions results from an action, error or omission by or within the control of the CompaniesConsenting Party seeking enforcement): (i) Cansothere shall not have occurred any Material Adverse Change; (ii) all of the following shall have been acceptable to the Requisite Consenting Parties, for acting reasonably and in a manner consistent with the terms of this Agreement, at the time of their filing or issuance: (i) all materials filed by the Company with the Court or any other court of competent jurisdiction in Canada or any other jurisdiction that relate to the Recapitalization; and (ii) the Definitive Documents; (iii) each other Requisite Consenting Party shall have performed all of its material obligations under and in accordance with this Agreement; (iv) the Company shall have performed all of its material obligations under and in accordance with this Agreement and Banro, on its own behalf and on behalf of the Managed Accountsother Company Parties, shall have complied confirmed as of the Implementation Date in all writing (which may be through counsel) to the Requisite Consenting Parties that it believes it has performed its material respects with each covenant and obligation in this Support Agreement that is to be performed by it on or before the Effective Dateobligations hereunder; (iiv) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Company set forth in this Support Agreement shall continue to be true and correct in all material respects as of (except to the Effective Date with the same force and effect as if made at and as of extent such date, except (i) that representations and warranties that are by their terms given as of a specified date date, in which case, such representations and warranties shall be true and correct in all material respects as of such date and (ii) date), except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support AgreementAgreement and the Company shall have confirmed as of the Implementation Date in writing (which may be through counsel) to the Requisite Consenting Parties that it believes the representations and warranties remain true; (iiivi) the Plan leases and all material transaction documents relating the executory contracts and other contractual obligations of the CCAA Applicants and other unsecured claims against the CCAA Applicants shall be dealt with in a manner acceptable to the Recapitalization Transaction Company and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonablyRequisite Consenting Parties; and (ivvii) all orders made on the Implementation Date, the Requisite Consenting Parties shall have been reimbursed the reasonable fees and judgments rendered by any competent court expenses, in accordance with the terms of lawthis Agreement, incurred in connection with the Recapitalization, including, without limitation the reasonable fees and all rulings and decrees expenses of the Requisite Consenting Party Advisors (including an estimate of any competent regulatory bodyfees and expenses expected to be incurred up to and following completion of the Transaction), agent or official in relation provided the Requisite Consenting Parties shall have advised the Company of those expenses at least five Business Days prior to the Proceedings shall be satisfactory to the Companies, acting reasonablyImplementation Date. (c) The obligations of Canso, for and on behalf of the Managed Accounts, Company to complete the Recapitalization Transaction and the other transactions contemplated hereby are is subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the exclusive benefit of Canso, for and on behalf of the Managed Accounts, Company and may be waived, in whole or in part, by Canso the Company (provided that such conditions shall not be enforceable by Canso the Company if any failure to satisfy such conditions results from an action, error or omission by or within the control Cansoof the Company): (i) the Companies Consenting Parties shall have complied in all material respects with each covenant and obligation of their covenants in this Support Agreement and performed all of their material obligations under and in accordance with this Agreement and each of the Requisite Consenting Parties shall have confirmed as of the Implementation Date in writing (which may be through counsel and may include e-mail) to Banro that is it believes it has performed its material obligations hereunder that are to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c))Implementation Date; (ii) the representations and warranties of the Companies Consenting Parties set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Implementation Date with the same force and effect as if made at and as of such datetime, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) except as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued the leases and unpaid interest owing under executory contracts and other contractual obligations of the First Lien Notes up to CCAA Applicants and other unsecured claims against the Effective Date CCAA Applicants shall have been paidbe dealt with in a manner consistent with the Restructuring Term Sheet; (iv) on the Plan Implementation Date, ▇▇▇▇▇▇▇ shall have been reimbursed its reasonable fees and all material transaction documents relating expenses, incurred in connection with the Transaction (including an estimate of any fees and expenses expected to be incurred up to and following completion of the Transaction), provided ▇▇▇▇▇▇▇ shall have advised the Company of those expenses at least five Business Days prior to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably;Implementation Date; and (v) on the Implementation Date, all orders made accrued, unpaid and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of the Advisors directors of the Company shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed paid in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessablefull.

Conditions to the Transaction. (a) Section 6.1 Conditions to Each Party’s Obligation to Effect the Transaction. The Recapitalization respective obligations of each Party to effect the Transaction shall be subject to the satisfaction fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions prior conditions: (a) The Rowan Shareholder Approval shall have been obtained. (b) The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to or at the time the Recapitalization Transaction is implemented (the “Effective Time”any such modification being acceptable to both Parties) each of which is for the mutual benefit and a copy of the CompaniesCourt Order shall have been delivered to the Registrar of Companies in England and Wales. (c) The resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions shall have been passed. (d) The New Ensco Shares (or, if the Consolidation is effected, the Consolidated Ensco Shares to which those New Ensco Shares correspond) shall have been approved for listing on the one handNYSE, subject to official notice of issuance. (e) No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and Cansoshall continue to be in effect and no Law shall have been adopted or be effective, for and on behalf in each case that prohibits, prevents, restrains or renders illegal the consummation of the Managed AccountsTransaction. No Governmental Entity shall have commenced and not withdrawn any proceeding seeking to enjoin, on restrain or otherwise prohibit the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf consummation of the Managed Accounts Transaction or any of the transactions contemplated by this Agreement. (provided that such conditions f) All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall not be enforceable by have expired or been terminated. (g) All consents of, or filings with, the Companies Governmental Entities set forth in Section 6.1(g) of the Ensco Disclosure Schedule shall have been obtained and any applicable waiting period with respect thereto shall have expired or Cansobeen terminated, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement):. (ih) the Interim Order The CFIUS Clearance shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viii) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the Plan that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Recapitalization Transaction or the Plan or any material part thereof or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) the Second Lien Support Agreement shall be in full force and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminated; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement giving effect to the articles of arrangement in respect of the Plan; and (xiii) the Effective Date shall have occurred no later than the Outside Dateeffect. (b) The obligations of the Companies to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Companies and may be waived, in whole or in part, by the Companies (provided that such conditions shall not be enforceable by the Companies if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Companies): (i) Canso, for and on behalf of the Managed Accounts, shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by it on or before the Effective Date; (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of Canso, for and on behalf of the Managed Accounts, and may be waived, in whole or in part, by Canso (provided that such conditions shall not be enforceable by Canso if any failure to satisfy such conditions results from an action, error or omission by or within the control Canso): (i) the Companies shall have complied in all material respects with each covenant and obligation in this Support Agreement that is to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c)); (ii) the representations and warranties of the Companies set forth in this Support Agreement shall be true and correct in all material respects as of the Effective Date with the same force and effect as if made at and as of such date, except (i) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (ii) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued and unpaid interest owing under the First Lien Notes up to the Effective Date shall have been paid; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to Canso, acting reasonably; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to Canso or the Advisors, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are to be formed in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable.

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the reasonable satisfaction of the following conditions prior to or at on the time the Recapitalization Transaction is implemented (the “Effective Time”) Date, each of which is for the mutual benefit of the CompaniesCompany, on the one hand, and Canso, for and on behalf of the Managed AccountsConsenting Noteholders, on the other hand, and may be waived in whole or in part jointly by the Companies Company and Canso, for and on behalf of the Managed Accounts Initial Consenting Noteholders (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, a Party if any failure to satisfy such conditions condition results from an action, error or omission by or within the control of the that Party seeking enforcementor a breach by a Party of its own representation, warranty, agreement or covenant under this Agreement): (i) the Interim Order this Agreement shall not have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso)terminated; (ii) the CBCA Plan shall have been approved by (A) the Court; Court and (B) the requisite majority majorities of affected creditors and, if applicable, shareholders, in conformity with the CBCA stakeholders as and to the extent required by the Court, in a form consistent with this Agreement or otherwise acceptable to the Initial Consenting Noteholders; (iii) the Plan Company shall have been approved received any and all required consents and approvals from required third parties, unless otherwise addressed pursuant to the Final Order by no later than September 30Order; (iv) the Final Order, 2016 (or such other date as may be agreed in form and substance satisfactory to by the Companies and Canso) Company and the Final Order (A) Initial Consenting Noteholders, each acting reasonably, shall have been entered granted by the Court Court, and (B) shall have become a final order, the implementation, operation or effect of which the Final Order shall not have been stayed, stayed or varied in a manner not acceptable to the Companies Company or Cansothe Initial Consenting Noteholders, vacated or each acting reasonably; (v) the Final Order shall not be subject to pending appeal or an application for leave to appeal, and as to which order any all applicable appeal periods relating thereto in respect of the Final Order shall have expired, provided that if all other conditions hereunder in favour of the Initial Consenting Noteholders have been satisfied or waived by October 31, 2020 (other than the condition set out in this Section 8(a)(v) and those conditions that, by their nature, must be satisfied on the Effective Date), then the Outside Date shall be extended until November 16, 2020; (ivvi) the CBCA Plan and all transaction documents relating the Definitive Documents shall be on terms consistent with this Agreement (as such terms may be amended, modified, varied and/or supplemented pursuant to the Recapitalization Transaction terms hereof) and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies Company and the Majority Second Lien Noteholder Supporting Parties)Initial Consenting Noteholders, each acting reasonably; (vvii) all disclosure documents (including press releases) and definitive agreements in each case releases in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies Company and Cansothe Initial Consenting Noteholders, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (viviii) all required stakeholder, regulatory, Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Companies and Canso, each acting reasonably, and copies of any and all such approvals, consents and/or waivers shall have been provided to the Advisors; (vii) all material filings that are required under applicable Laws in connection with the Recapitalization Transaction shall have been made and any material third party or regulatory consents or approvals that are required in connection with the Recapitalization Transaction shall have been obtained on terms satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably, or obtained pursuant to the Final Order, and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (viiiix) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Transaction and the CBCA Plan shall be satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (x) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened announced or commenced by any Governmental Entity, in consequence of or in connection with the Recapitalization Transaction or the CBCA Plan that restrains, prohibits or materially impedes or prohibits (or if granted would reasonably be expected to restrain, impede prohibit or prohibitmaterially impede), the Recapitalization Transaction or the Plan or any material part thereof CBCA Plan, or requires or purports to require a material variation of the Recapitalization Transaction Terms; (ix) Terms that is not acceptable to the Second Lien Support Agreement shall be in full force Company and effect and shall not have been terminated; (x) the Backstop Commitment Agreement shall be in full force and effect and shall not have been terminatedInitial Consenting Noteholders, each acting reasonably; (xi) the Recapitalization Transaction shall be compliant with section 19 of the ITA, not result in the acquisition of control by a non-Canadian under the ICA, and receive clearance under the Competition Act; (xii) the Director appointed pursuant to section 260 of the CBCA shall have issued a certificate of arrangement or other confirmation of filing giving effect to the articles of arrangement in respect of the CBCA Plan; and; (xii) any required amendments or waivers of the Credit Agreement shall have been obtained to reflect the terms of and allow for the implementation of the Transaction in accordance with the Term Sheet in form and substance acceptable to the Company and the Initial Consenting Noteholders, each acting reasonably; (xiii) the New Financing shall be completed concurrently with the completion of the Transaction, with New 1.5 Lien Notes issued pursuant to and in accordance with the Commitment Letter; and (xiv) the Effective Date shall have occurred no later than occur by the Outside DateDate or such later date as the Company and the Initial Consenting Noteholders may agree. (b) The obligations of the Companies Company to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to Section 10 hereof and to the satisfaction of the following conditions prior to or at on the Effective TimeDate, each of which is for the exclusive benefit of the Companies Company and may be waived, in whole or in part, solely by the Companies Company (provided that such conditions shall not be enforceable by the Companies Company if any the failure to satisfy any such conditions results from an action, error or omission by or within the control of the CompaniesCompany or a breach by the Company of its own representation, warranty, agreement or covenant under this Agreement): (i) Canso, for and on behalf of the Managed Accounts, Consenting Noteholders shall have complied in all material respects with each covenant their covenants and obligation obligations in this Support Agreement that is are to be performed by it on or before the Effective Date;; and (ii) the representations and warranties of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders set forth in this Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (iA) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date date, and (iiB) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents of the Companies) shall be in form and substance satisfactory to the Companies, acting reasonably; and (iv) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the Proceedings shall be satisfactory to the Companies, acting reasonably. (c) The obligations of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders to complete the Recapitalization Transaction and the other transactions contemplated hereby are subject to the satisfaction of the following conditions prior to or at on the Effective TimeDate, each of which is for the exclusive benefit of Canso, for and on behalf of the Managed Accounts, Consenting Noteholders and may be waived, in whole or in part, solely by Canso the Initial Consenting Noteholders (provided that such conditions shall not be enforceable by Canso the Consenting Noteholders if any the failure to satisfy any such conditions results from an action, error or omission by or within the control Cansoof the Consenting Noteholder seeking enforcement or a breach by the Consenting Noteholder of its own representation, warranty, agreement or covenant under this Agreement): (i) the Companies Company and the Company Subsidiaries shall have have: (A) achieved the Milestones on or before the applicable dates set forth herein (as such dates may be extended pursuant to this Agreement); and (B) complied in all material respects with each covenant their covenants and obligation obligations in this Support Agreement that is are to be performed by them on or before the Effective Date (including achieving the milestones set out in Section 5(c))Date; (ii) the representations and warranties of the Companies Company and the Company Subsidiaries set forth in this Support Agreement shall be true and correct in all material respects (except for those representations and warranties which expressly include a materiality standard, which shall be true and correct in all respects giving effect to such materiality standard) as of the Effective Date with the same force and effect as if made at and as of such date, except (iA) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date date, and (iiB) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Support Agreement; (iii) all accrued the composition and unpaid interest owing under size of the First Lien Notes up to Board as of the Effective Date shall have been paidbe satisfactory to the Company and the Initial Consenting Noteholders, each acting reasonably; (iv) the Plan and all material transaction documents relating to the Recapitalization Transaction and the Plan (including any new (or amended) articles of incorporation, by-laws and other constating documents as of the Companies) Effective Date, the Company shall be in form have available liquidity from cash balances and substance satisfactory to Canso, acting reasonablyimmediate borrowing availability under the Credit Agreement of not less than $20,000,000; (v) all orders made and judgments rendered by any competent court of law, and all rulings and decrees the terms of any competent regulatory body, agent engagement letters or official in relation other agreements between the Company and its advisors relating to the Proceedings Transaction shall be satisfactory acceptable to Canso or the AdvisorsInitial Consenting Noteholders by no later than July 20, 2020, acting reasonably; (vi) all actions taken by the Companies in furtherance of the Recapitalization Transaction and the Plan shall be consistent in all material respects with the Plan and this Support Agreement; (vii) there shall not exist or have occurred any Material Adverse Change; (viii) the reasonable and documented fees and expenses of the Advisors shall have been paid, provided that the Advisors shall have provided the Companies with invoices for all such fees and expenses at least three (3) Business Days prior to the Effective Date; (ix) PNCC shall remain a Canadian public company following the implementation of the Plan and the common shares of PNCC shall be publicly listed for trading on the TSX or the TSX Venture Exchange; and (x) all securities of the Companies and any affiliated or related entities that are Company to be formed issued in connection with the Recapitalization Transaction, when issued and delivered, shall be duly authorized, validly issued and and, with respect to the New Common Shares, fully paid and non-assessable.; (vii) all common shares of the Company, including the New Common Shares, shall be listed and conditionally approved for trading on the TSX, subject only to the receipt of customary final documentation; (viii) the reasonable and documented outstanding fees and expenses of the Ad Hoc Advisor shall have been paid in full in cash in accordance with its written agreement with the Company, provided that the Ad Hoc Advisor shall have provided the Company with invoices for all such fees and expenses at least three