Common use of Given by the Issuer Clause in Contracts

Given by the Issuer. the Issuer covenants and agrees with UXD and the UXD Shareholders that the Issuer will: (a) permit representatives of UXD and the UXD Shareholders reasonable access during normal business hours to the Issuer’s documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD and the UXD Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to complete, in a timely manner, the Regulatory Filings for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD and the UXD Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (f) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (g) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (h) from and including the Effective Date through to and including the Time of Closing, to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify UXD immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with UXD ▇▇▇▇▇▇▇▇ and the UXD Shareholders Isracann Securityholders that the Issuer will: (a) permit representatives of UXD Isracann and the UXD Shareholders Isracann Securityholders reasonable access during normal business hours to the Issuer’s documents Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD Isracann and the UXD Shareholders Isracann Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to completeobtain, in a timely manner, the Regulatory Filings Approval for the transactions contemplated hereunder; (e) use its commercially reasonable efforts to complete the Financing such that the closing of the Financing will occur prior to the Closing and Consolidation; (f) take all necessary corporate action to approve and will complete the Issuer Name Change and Consolidation prior to or concurrently with Closing; (g) use its commercially reasonable efforts to obtain Exchange approval of the listing of the Resulting Issuer; (h) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of ▇▇▇▇▇▇▇▇, other than Issuer Shares issuable on due exercise of Issuer Warrants, Issuer Options in each case outstanding as of the date hereof, or otherwise in connection with the Financing; (i) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD ▇▇▇▇▇▇▇▇ and the UXD ShareholdersIsracann Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (fj) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 7.1 and 6.3 7.3 and to close the Transaction and related transactions by the Closing Date; (gk) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (hl) from and including the Effective Date through to and including the Time of Closing, other than in connection with the transfer of listing from one Exchange to another in connection with Closing, to use its best commercially reasonable efforts to ensure that the Issuer Shares remain listed on the Exchange CSE and that it remains in good standing under Applicable Law; (im) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jn) notify UXD Isracann immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (ko) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with UXD DCU and the UXD DCU Shareholders that the Issuer will: (a) permit representatives of UXD DCU and the UXD DCU Shareholders reasonable access during normal business hours to the Issuer’s documents 's Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD DCU and the UXD DCU Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares on Closing, and the Issuer Additional Shares subject to the terms of the Earnout; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to completeobtain, in a timely manner, the Regulatory Filings Approval for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD and the UXD Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (f) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (gf) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (hg) from and including the Effective Date through to and including the Time of Closing, other than in connection with the transfer of listing from one Exchange to another in connection with Closing, to use its best commercially reasonable efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (ih) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (ji) notify UXD DCU immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.;

Given by the Issuer. the Issuer covenants and agrees with UXD and the UXD Shareholders Target that the Issuer will: (a) permit representatives of UXD and the UXD Shareholders Target reasonable access during normal business hours to the Issuer’s documents Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD and the UXD Shareholders Target deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares as fully paid and non-assessable shares on Closing; (c) from and including during the Effective Date through to and including the Time of ClosingInterim Period, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to completeobtain, in a timely manner, the Regulatory Filings Approval, including the approval of the CSE for the transactions contemplated hereunderTransactions; (e) from and including during the Effective Date through to and including the Time of ClosingInterim Period, except as otherwise permitted in this Agreement, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person issue (other than UXD and the UXD Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale on exercise of any material assets currently outstanding options to purchase Issuer Shares or part thereof Issuer Share purchase warrants) any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of itTarget, not to be unreasonably withheld; (f) during the Interim Period, not provide any guarantee in respect of the obligations of any Person; (g) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 7.1 and 6.3 7.3 and to close the Transaction and related transactions Transactions by the Closing Date; (gh) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated hereinTransactions; (hi) from and including during the Effective Date through to and including the Time of ClosingInterim Period, to use its best commercially reasonable efforts to ensure that the Issuer Shares remain listed on the Exchange CSE and that it remains in good standing under Applicable Law; (ij) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations authorizations, or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jk) notify UXD Target immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any all material respectrespects; and (kl) from and including during the Effective Date through to and including the Time of ClosingInterim Period, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with UXD Cybeats and the UXD Cybeats Shareholders that that, during the Interim Period as well as, only if applicable and only to the extent reasonably necessary, after the Time of Closing, the Issuer will: (a) permit representatives of UXD Cybeats and the UXD Cybeats Shareholders reasonable access during normal business hours to the Issuer’s documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD Cybeats and the UXD Cybeats Shareholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course Ordinary Course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to complete, in a timely manner, the Regulatory Filings for the transactions contemplated hereunderhereunder and ensure that the Issuer Consideration Shares (including any Issuer Shares issued in connection with the Aggregate Performance Consideration) will be listed for trading on the Exchange upon the due issuance thereof; (e) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD Cybeats and the UXD Cybeats Shareholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (f) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (g) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (h) from and including the Effective Date through to and including the Time of Closing, to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify UXD Cybeats immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with UXD ▇▇▇▇▇▇ and the UXD Shareholders PrivCo Securityholders that the Issuer will: (a) permit representatives of UXD PrivCo and the UXD Shareholders PrivCo Securityholders reasonable access during normal business hours to the Issuer’s documents Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD PrivCo and the UXD Shareholders PrivCo Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to completeobtain, in a timely manner, the Regulatory Filings Approval for the transactions contemplated hereunder, (e) use its commercially reasonable efforts to obtain conditional approval, subject to compliance with the usual requirements of the CSE, for the listing of the Resulting Issuer Shares on the CSE on or before the Closing; (ef) use its commercially reasonable efforts to effect the delisting of the Issuer Shares from the TSXV on or before the Closing; (g) use its commercially reasonably efforts to effect the Name Change on or before Closing; (h) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, other than pursuant to the FundCo Agreement, without the prior written consent of PrivCo, not to be unreasonably withheld; (i) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD FundCo, the securityholders of FundCo, PrivCo and the UXD ShareholdersPrivCo Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (fj) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (gk) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (hl) from and including the Effective Date through to and including the Time of Closing, to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (im) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange TSXV and/or CSE and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (jn) notify UXD PrivCo immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (ko) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.

Given by the Issuer. the Issuer covenants and agrees with UXD Numberco and the UXD Shareholders Numberco Securityholders that the Issuer will: (a) permit representatives of UXD Numberco and the UXD Shareholders Numberco Securityholders reasonable access during normal business hours to the Issuer’s documents Documents including, without limitation, all of the assets, contracts, financial records and minute books of the Issuer, so as to permit such investigation of the Issuer as UXD Numberco and the UXD Shareholders Numberco Securityholders deem reasonably necessary; (b) take all corporate action necessary to approve and to permit the issuance of the Issuer Consideration Shares Securities on Closing; (c) from and including the Effective Date through to and including the Time of Closing, preserve and protect the goodwill, assets and undertaking of the Issuer, carry on the Business of the Issuer in the ordinary course in a reasonable and prudent manner consistent with past practice; (d) use its commercially reasonable efforts to completeobtain, in a timely manner, the Regulatory Filings any approvals for the transactions contemplated hereunder; (e) from and including the Effective Date through to and including the Time of Closing, not issue any securities and not enter into any agreement or understanding with any third party to issue any securities, without the prior written consent of Numberco; (f) from and including the Effective Date through to and including the Time of Closing, not directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into negotiations with, any Person (other than UXD Numberco and the UXD ShareholdersNumberco Securityholders), with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of it; (fg) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out in Sections 6.1 and 6.3 and to close the Transaction and related transactions by the Closing Date; (gh) use its commercially reasonable efforts to conduct its affairs so that the representations and warranties of the Issuer contained herein shall be true and correct in all material respects on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; (h) from and including the Effective Date through to and including the Time of Closing, to use its best efforts to ensure that the Issuer Shares remain listed on the Exchange and that it remains in good standing under Applicable Law; (i) use its commercially reasonable efforts to obtain all consents, approvals, Permits, authorizations or filings as may be required under applicable corporate laws, securities laws, the rules and policies of the Exchange laws and the constating documents of the Issuer for the performance by the Issuer of its obligations under this Agreement prior to the Closing; (j) notify UXD Numberco immediately upon becoming aware that any of the representations or warranties of it contained herein are no longer true and correct in any material respect; and (k) from and including the Effective Date through to and including the Time of Closing, ensure that the Issuer complies in all material respects with the foregoing covenants of this Agreement.