Common use of Mutual Conditions Precedent Clause in Contracts

Mutual Conditions Precedent. The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of First Majestic and Silvermex: (a) the Interim Order Arrangement shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall approved at the Silvermex Meeting by not have been set aside or modified in a manner unacceptable to any less than two-thirds of the Parties, acting reasonably, on appeal votes cast by the Silvermex Securityholders who are represented in person or otherwiseby proxy thereat in the manner contemplated by Article 2; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Silvermex Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 5.1(a) which may be imposed by the constating documents of Celly NuBusiness Corporations Act or the Interim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of Silvermex and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ne) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6; (f) Silvermex shall have received any required approval of the TSX to the transactions contemplated herein; (g) the First Majestic Shares issuable (i) pursuant to the Arrangement and (ii) upon exercise of the Replacement Warrants from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance; (h) the issuance of the First Majestic Shares and Replacement Warrants will be exempt from the registration requirements of the U.S. Securities Act and the issuance of the First Majestic Shares and Replacement Warrants and underlying securities will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces of Canada in which holders of Silvermex securities are resident; and such First Majestic securities will not be subject to hold periods under the Securities Laws of Canada or the United States except as may be imposed by Rule 144 under the U.S. Securities Act with respect to affiliates or except as disclosed in the Silvermex Circular or except by reason of the existence of any controlling interest in First Majestic pursuant to the Securities Laws of any applicable jurisdiction; (i) all Antitrust Clearances shall have been obtained on terms and conditions satisfactory to each of First Majestic and Silvermex acting reasonably; and (j) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Arrangement and the other transactions contemplated herein, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on First Majestic or Silvermex shall have been obtained or received on terms that will not have a Material Adverse Effect on First Majestic and/or Silvermex. 5.2 Additional Conditions Precedent to the Obligations of First Majestic. The obligations of First Majestic to complete the transactions contemplated by this Agreement shall also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of First Majestic and may be waived by First Majestic): (a) all covenants and agreements of Silvermex under this Agreement to be performed or observed on or before the Effective Date shall have been duly performed and observed by Silvermex in all material respects; (b) the representations and warranties of Silvermex contained in this Agreement shall be true and correct in all material respects (it being understood that, for the purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the date of this Agreement and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of a specified date which is earlier than the date of this Agreement, in which event such representations and warranties shall be true and correct in all material respects as of such earlier specified date, or except as affected by transactions contemplated or permitted by this Agreement or otherwise consented to by First Majestic) and First Majestic shall have received a certificate of Silvermex addressed to First Majestic and dated the Effective Date, signed on behalf of Silvermex by two directors or senior executive officers of Silvermex, confirming the same as at the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of First Majestic, acting reasonably, a Material Adverse Change to Silvermex; (d) the Silvermex Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Silvermex, to permit the consummation of the Arrangement; (e) holders of more than 5% of the issued and outstanding Silvermex Shares shall not have exercised the Dissent Rights in respect of the Arrangement; (f) there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, in each case that has a reasonable likelihood of success: (i) seeking to restrain or prohibit the consummation of the Plan of Arrangement or any of the transactions contemplated by this Agreement or seeking to obtain from either of the Parties any damages that are material in relation to Silvermex; (ii) seeking to prohibit or materially limit the ownership or operation by First Majestic or any of the First Majestic Material Subsidiaries of any material portion of the business or assets of Silvermex or any Silvermex Subsidiary or to compel First Majestic or any of the First Majestic Material Subsidiaries to dispose of or hold separate any material portion of the business or assets of Silvermex or any Silvermex Subsidiary; (iii) seeking to impose limitations on the ability of First Majestic to acquire or hold, or exercise full rights of ownership of any Silvermex Shares, including the right to vote the Silvermex Shares on all matters properly presented to the shareholders of Silvermex; (iv) seeking to prohibit First Majestic or any of the First Majestic Material Subsidiaries from effectively controlling in any material respect the business or operations of Silvermex or any Silvermex Subsidiary; or (v) which otherwise is reasonably likely to have a Material Adverse Effect on Silvermex or First Majestic; (g) all consents, approvals, authorizations and waivers of any Persons (other than Governmental Entities) which are required, necessary or desirable for the completion of the Arrangement and other transactions contemplated hereby (including all consents, approvals, authorizations and waivers required under the Material Agreements) shall have been obtained or received on terms which are acceptable to First Majestic, acting reasonably; (h) each of the Lock-up Agreements shall be and remain in full force and effect, unamended, and each of the parties thereto (other than First Majestic) shall be, in all material respects, in full compliance with their respective obligations thereunder; and (i) Silvermex shall have provided to First Majestic, on or before the Effective Date, written resignations effective as of the Effective Time, from all directors and officers of Silvermex and the Silvermex Subsidiaries. First Majestic may not rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by it with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by First Majestic in complying with its obligations hereunder.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbord: (a) the Interim Order Norbord Shareholder Approval shall have been granted obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement; (b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to FSD Pharma and Celly Nueach Party, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither of the Parties, acting reasonably, on appeal or otherwise; (ed) the Celly Nu TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued in as the United States Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX; (e) the Key Regulatory Approvals shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been obtained; (f) all material governmentalother than in connection with a Regulatory Action addressed in Section 6.1(g) below, courtthere shall not exist any prohibition at Law, regulatoryincluding a cease trade order, third party and injunction or other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toprohibition or order at Law or under applicable legislation, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of Lululemon and the LIPO Entities: (a) the Interim Order Arrangement shall have been granted approved at the Meetings in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside accordance with any conditions (including securityholder approval) which may be imposed by the BCA or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of the LIPO Entities and Lululemon, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch parties, acting reasonably, on appeal or otherwise; (ec) the Celly Nu Shares steps contemplated in the Reorganization Agreement to be issued in consummated prior to the United States pursuant to consummation of the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been consummated; (fd) all material governmental, court, regulatory, third party holders of no more than 2.5% of the aggregate number of LIPO Canada Shares and other approvals, consents, expiry LIPO USA Shares issued and outstanding as of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective date hereof shall have been obtained exercised their Dissent Rights (and shall not have lost or received on terms that are satisfactory to FSD Pharmawithdrawn such rights) in respect of the Arrangement; (ge) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will have been issued and remain outstandingtransactions contemplated by this Agreement in accordance with the terms hereof; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nf) this Agreement shall not have been terminated pursuant to Section 6.2 hereof6.3; (g) the Reorganization Agreement shall not have been terminated in accordance with its terms; and (h) the Lululemon Common Shares issuable pursuant to the Arrangement and on exchange of the Exchangeable Shares from time to time shall have been authorized for listing on the Nasdaq Global Market and the Toronto Stock Exchange, subject to official notice of issuance.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Agreement and for Extendicare to file the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Filings in order to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal not later than September 30, 2006 or otherwise; (b) such later date as the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, Parties may agree and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, the Parties on appeal or otherwise; (eb) the Celly Nu Arrangement Resolution shall have been approved by not less than two-thirds of the votes cast by the Shareholders, in person or by proxy, at the Meeting, with the Extendicare Multiple Voting Shares and Extendicare Subordinate Voting Shares, each being entitled to be issued in vote separately as a class; (c) the United States pursuant to Final Order approving the Arrangement shall have been obtained from the Court in form and substance satisfactory to the Parties; (d) the Articles of Arrangement, together with a copy of the Plan of Arrangement and the Final Order and such other materials as may be issued required by the Director, in form and substance satisfactory to the Parties, shall have been filed with the Director in accordance with subsection 192(6) of the CBCA; (e) all necessary consents, orders, rulings, approvals, opinions and exempt from registration requirements under applicable exemptions from registration under assurances, including regulatory, judicial, third party and advisor opinions, approvals and orders, required for the U.S. Securities Actcompletion of the transactions provided for in the Arrangement Agreement and the Plan of Arrangement shall have been obtained or received; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of of, or relating to to, the Arrangement and Arrangement, there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this the Arrangement Agreement and no cease trading or similar order with respect to any securities of any of the parties will Parties shall have been issued and remain outstanding; (g) all Options not exercised prior to the Meeting shall have been cancelled by Extendicare; (h) none of the consents, orders, rulings, approvals decisions, approvals, opinions or assurances required for the implementation of the Arrangement will shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the Parties, each acting reasonably; (i) no Lawslaw, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws laws of Canada or the Province of OntarioUnited States, or any province, state or territory thereof, or which would have a material adverse effect upon FSD Pharma Securityholders Shareholders, Extendicare or the REIT Group if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (kj) the issuance conditional approval of the securities TSX of the listing of the Extendicare Common Shares issuable under the Plan of Arrangement shall and the REIT Units to be exempt from registration under the U.S. Securities Act issued pursuant to the Section 3(a)(10Arrangement (and upon exchange of the Exchangeable LP Units) Exemptionshall have been obtained, subject only to the filing of required documents which cannot be filed prior to the Effective Date; (k) the Pre-Arrangement Transactions shall have been completed; (l) the issuance Shareholders holding more than 1% of the securities under the Plan of Arrangement outstanding Extendicare Shares shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106not have exercised their Dissent Rights; (m) holders Shareholders who immediately prior to the Effective Time are not resident in Canada within the meaning of FSD Pharma Shares representing no more than 5the Income Tax Act (Canada) (based on reasonable evidence available to the board of directors of Extendicare) and who are to receive REIT Units under the Arrangement shall not, immediately following Closing, own in excess of 40% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; andall then outstanding REIT Units; (n) this Agreement shall not have been terminated under Article 5; (o) the Registration Statement shall have been declared effective by the United States Securities and Exchange Commission; (p) the Separation Agreement and Tax Allocation Agreement shall have been entered into; and (q) the conditional approval of the New York Stock Exchange to the listing of the shares of Class A common stock of ALC to be distributed pursuant to Section 6.2 hereofthe ALC Distribution shall have been obtained, subject only to the filing of required documents which cannot be filed prior to the Effective Date.

Mutual Conditions Precedent. The respective obligation of the parties hereto Parties are not required to complete the transactions contemplated by this AgreementArrangement, including the Arrangement and the obligation of unless each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties: (a) EMV Shareholders shall have adopted the EMV Arrangement Resolution at the EMV Meeting in accordance with the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable law; (b) the Arrangement and this Agreement, with or without amendment, Xos Stockholders shall have been approved by the directors and, if required, Xos Stockholder Resolution at the shareholders of Celly Nu, to the extent required by, and Xos Meeting in accordance with applicable Laws and the constating documents of Celly Nulaw; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have each been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither EMV or Xos, each acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (kd) the issuance of the securities Consideration Shares under the Plan of Arrangement shall (i) be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof; provided, however, that EMV shall not be entitled to rely on the provisions of this Section 7.01(d)(i) in failing to complete the Arrangement if EMV fails to advise the Court prior to the hearing in respect of the Final Order that Xos will rely on the exemption in Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement; and (ii) be exempt from the prospectus requirements of applicable Securities Laws in Canada either by virtue of exemptive relief from the applicable Securities Authorities or by virtue of applicable exemptions under Securities Laws; (le) the issuance of the securities Consideration Shares to be issued under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to listed on the Section 2.11 of NI 45-106Nasdaq; (mf) holders no Governmental Entity of FSD Pharma Shares representing no more than 5% competent jurisdiction located in a jurisdiction where either Party has material assets shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the transactions contemplated hereby, including the Arrangement, illegal or otherwise preventing or prohibiting consummation of the FSD Pharma Sharestransactions contemplated hereby, including the Arrangement; (g) there shall be no Proceeding pending or threatened by any person in any jurisdiction that would be reasonably likely to prevent or materially delay the aggregateconsummation of the Arrangement, andor if the Arrangement is consummated, for greater certainty, disregarding the number have a Material Adverse Change in respect of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsEMV or Xos; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereof2.15, either (A) Xos and EMV shall have agreed in writing upon the Net Cash and Consideration Calculation or (B) the Accounting Firm shall have delivered its determination with respect to the Net Cash and Consideration Calculation.

Mutual Conditions Precedent. The respective obligation obligations of each of Vista and the parties hereto Pescios to complete the transactions contemplated by this Agreement, including hereby and to file a copy of the Arrangement Final Order and the obligation Articles of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Arrangement to give effect to the Arrangement shall and to otherwise complete the transactions contemplated hereby will be subject to the satisfactionfulfillment, or mutual waiver in writingwriting by each of Vista and the Pescios, on or before the Effective Date, of each of the following conditions: (a) the Interim Order shall have been granted obtained in form and substance terms satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any each of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws Vista and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, Pescios acting reasonably and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither of such parties (acting reasonably) on appeal or otherwise; (b) the Circular shall have been mailed to Vista Securityholders by the Mailing Date and the Vista Meeting shall have been held on or before the Meeting Date; (c) at the Vista Meeting, the Vista Resolutions shall have been approved by the Vista Securityholders in accordance with the requirements of the Act and the Interim Order; (d) the Final Order shall have been obtained in form and terms satisfactory to each of Vista and the Pescios acting reasonably and shall not have been set aside or modified in a manner unacceptable to either of such parties, acting reasonably, on appeal or otherwise; (e) on or before the Celly Nu Effective Date, both the New Common Shares and the Newco common shares to be issued in the United States pursuant to the Arrangement transactions contemplated hereby shall have been conditionally approved for listing on the TSX, subject only to the filing of customary required documents and, immediately prior to the Effective Time, such shares shall be issued in accordance with listed and exempt from registration requirements under applicable exemptions from registration under posted for trading on the U.S. Securities ActTSX; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding, of a judicial or similar administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, potentially result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with respect to any securities the terms hereof or would otherwise be inconsistent with the Appropriate Regulatory Approvals which have been obtained; (g) all required consents, waivers, permits, orders and approvals of any of Governmental Entity (including the parties will Appropriate Regulatory Approvals) shall have been issued received on terms satisfactory to Vista and remain outstandingthe Pescios, acting reasonably; (h) none there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or other Person seeking to prohibit or restrict the completion of the consents, orders, rulings, approvals transactions contemplated hereby or assurances required for seeking to obtain from any party hereto damages which could be material to such party in connection with the implementation completion of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmasuch transactions; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant in accordance with the terms hereof; and (j) on or before the Effective Date, each party hereto other than Newco shall have delivered to Section 6.2 hereofNewco a properly executed statement or statements in a form reasonably acceptable to Newco for purposes of satisfying Newco’s obligations under United States Treasury Regulation Sections 1.1445-2 and 1.897-2 if applicable or such amount of cash as shall satisfy Newco’s withholding obligations in respect to such party on account of the transactions contemplated hereby under United States Internal Revenue Code of 1986 Sections 1441 and 1445.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective Date, Time or the waiver by each of Meta and RTO Acquiror to the following extent permitted by applicable Law and without prejudice to their right to rely on the fulfilment of any other of such conditions: (a) the Interim Order shall have having been granted in form on terms consistent with this Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall the Interim Order not have having been set aside or modified in a manner unacceptable to any of the Partieseither Party, acting reasonably, on appeal or otherwise; (b) the Meta Arrangement and this Agreement, with or without amendment, shall have Resolution having been approved passed by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Meta Shareholders in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, Final Order having been granted on terms consistent with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders this Agreement and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have having been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in RTO Acquiror Shareholder Approval Matters having been approved by the United States pursuant to the Arrangement shall be issued RTO Acquiror Shareholders in accordance with and exempt from registration requirements applicable Laws; (e) there shall have been no action taken under any applicable exemptions from registration under Law or by any Governmental Entity of competent jurisdiction which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the U.S. Securities Actcompletion of the Arrangement; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated in accordance with its terms; (g) (i) the existing RTO Acquiror Shares have been continually listed on NASDAQ as of and from the date of this Agreement through the Effective Time and (ii) the RTO Acquiror Shares to be issued in the transaction pursuant to Section 6.2 hereofthis Agreement shall have been approved for listing (subject to official notice of issuance) on NASDAQ as of the Effective Time; and (h) the Key Regulatory Approvals shall have been obtained on terms acceptable to RTO Acquiror and Meta, each acting reasonably, and each such Key Regulatory Approval is in full force and effect and has not been modified; (i) holders of no more than ten percent (10%) of the Meta Shares shall have exercised, and at the date of the Meta Meeting, have not withdrawn, Dissent Rights; (j) the RTO Acquiror Certificate of Designation has been filed with the relevant state authority and constitutes a valid RTO Acquiror Certificate of Designation under applicable Laws and has not been rescinded or amended in any way; (k) the holders of the debt instruments set forth in Schedule 6.1(k) of the Meta Disclosure Letter shall have, by written instrument in form and substance reasonably satisfactory to Meta, consented to the Arrangement and, in the case of any debt that is convertible into Meta Shares, agreed that following the Effective Time such debt shall be convertible into either Exchangeable Shares or RTO Acquiror Shares on the basis of the existing conversion price as adjusted by the Exchange Ratio; and (l) BDC Capital Inc. will have consented to the Arrangement by written instrument in form and substance reasonably satisfactory to Meta and RTO Acquiror; and (m) prior to or at the Effective Time, Lock-Up Agreements shall have been entered into with such Meta Supporting Shareholders as Meta shall determine and as reasonably agreed to by RTO Acquiror.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateClosing Time, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of Holdings and 724 Solutions: (a) the Interim Order Arrangement Resolution shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of approved by the Parties, acting reasonably, on appeal or otherwiseRequisite Vote; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 5.1(a) which may be imposed by the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, 724 Solutions shall have been approved by obtained the required number articles of votes cast by FSD Pharma Securityholders at continuance from the MeetingDirector in a form and substance satisfactory to 724 Solutions and Holdings, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesacting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Interim Order and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the a form and substance satisfactory to FSD Pharmathe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Articles of Arrangement shall be issued in accordance content consistent with this Agreement and exempt from registration requirements under applicable exemptions from registration under in form satisfactory to the U.S. Securities ActParties acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any Law, final and non-appealable injunction, order or decree prohibiting, restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingArrangement; (hg) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy Regulatory Approvals shall have been proposed, enacted, promulgated obtained or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change satisfied on terms and conditions satisfactory to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsParties acting reasonably; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Business Combination are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsTransacting Parties: (a) the Interim Order Nevada Holdco Continuance Resolution shall have been granted approved and adopted by the Nevada Holdco Shareholders at the Nevada Holdco Meeting; (b) the Nevada Holdco Business Combination Resolution shall have been approved and adopted by the Nevada Holdco Shareholders at the Nevada Holdco Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma this Agreement; (c) the SVT Continuance Resolution shall have been approved and Celly Nu, acting reasonablyadopted by the SVT Shareholders at the SVT Meeting; (d) the SVT Component of the Business Combination Resolution shall have been approved and adopted by the SVT Shareholders at the SVT Meeting in accordance with the Interim Order and this Agreement; (e) the Resulting Issuer Equity Incentive Plan shall have been approved and adopted by the Nevada Holdco Shareholders at the Nevada Holdco Meeting; (f) the transactions contemplated by the Contemporaneous Agreements shall have been consummated in accordance with their respective terms; (g) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to any of the Transacting Parties, each acting reasonably, on appeal or otherwise; (bh) the Arrangement and this Agreement, with or without amendment, no Governmental Entity shall have been approved by enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the directors andeffect of making the transactions contemplated herein, if required, or in the shareholders Contemporaneous Agreements or the Business Combination illegal or otherwise preventing or prohibiting consummation of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuany such transactions; (ci) the Arrangement Resolutionthere shall not be pending or threatened in writing any suit, with action or without amendment, shall have been approved proceeding by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject any Governmental Entity or any other Person that is reasonably likely to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;result in: (di) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside any prohibition or modified in a manner unacceptable to FSD Pharma, restriction on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated herein, or in the Contemporaneous Agreements or the Business Combination or a Person obtaining from any Party or Nevada Holdco any damages that would result in a B▇▇▇▇ Material Adverse Effect, Briteside Material Adverse Effect, Sea Hunter Material Adverse Effect, SVT Material Adverse Effect, or F▇▇▇▇ Material Adverse Effect, as applicable, directly or indirectly in connection with the Business Combination; (ii) any prohibition or material limit on the ownership by this Agreement and no cease trading or similar order with respect to any securities Nevada Holdco of any of the parties will have been issued and remain outstandingParties or any material portion of their respective business; (hiii) none the imposition of limitations on the ability of Nevada Holdco to acquire or hold, or exercise full rights of ownership of the consentsshares or membership interests of B▇▇▇▇, orders, rulings, approvals Briteside or assurances required for the implementation Sea Hunter to be obtained as a result of consummation of the Arrangement will contain transactions contemplated in the Contemporaneous Agreements or the SVT Shares, including the right to vote such shares or membership interests; or (iv) the unavailability of the Section 3(a)(10) Exemption or the tax treatment contemplated by Section 2.15. (j) all Required Regulatory Approvals shall have been obtained on terms or and conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmasatisfactory to each of the Parties, acting reasonably; (ik) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent in connection with the completion B▇▇▇▇ Merger, holders of the Plan of Arrangement, including any material change no more than 5% (or such lower percentage so as not to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if on the Plan intended Tax treatment set forth in Section 2.15) of Arrangement is completed as set out in this Agreementthe B▇▇▇▇ Shares shall have exercised dissenter’s rights; (jl) holders of no material fact more than 5% (or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would such lower percentage so as not to have a material adverse effect upon FSD Pharma or on the FSD Pharma Securityholders if intended Tax treatment set forth in Section 2.15) of the Plan of Arrangement is completedNevada Holdco Class A Shares shall have exercised Nevada Holdco Dissent Rights; (km) holders of no more than 5% of the SVT Shares shall have exercised SVT Dissent Rights; (n) the issuance of SVT CSE Approval shall have been obtained; (o) the securities under Resulting Issuer Compressed Shares, the Plan of Arrangement Resulting Issuer Common Shares, the Resulting Issuer Replacement Options for Compressed Shares, and the Resulting Issuer Replacement Options for Common Shares are to be issued pursuant to the Business Combination shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (lp) the distribution of the Resulting Issuer Compressed Shares, the Resulting Issuer Common Shares, the Resulting Issuer Replacement Options for Compressed Shares, and the Resulting Issuer Replacement Options for Common Shares and the issuance of Resulting Issuer Common Shares upon conversion of the securities under the Plan of Arrangement Resulting Issuer Compressed Shares shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Legislation pursuant Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or as imposed by the Section 2.11 of NI 45-106CSE); (mq) holders of FSD Pharma Shares representing no more than 5% the Escrow Agreements shall have been fully executed by the parties thereto; (r) the B▇▇▇▇ Board Nominee, the Briteside Board Nominee, the Sea Hunter Board Nominees and the SVT Board Nominees shall have been appointed to the Resulting Issuer Board; (s) the Key Employees shall have executed and delivered employment, non-solicitation, and non-competition agreements, relating to the Resulting Issuer; (t) any applications, notices, consents and documentation required under the HSR Act or the Investment Canada Act, if applicable, prior to the consummation of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Business Combination shall have exercised their Dissent Rightsbeen given and/or obtained and all waiting periods thereunder shall have expired or been terminated; (u) there is no adoption, implementation, promulgation, repeal, modification, amendment or change in applicable Law (including with respect to U.S. Treasury Regulations under Section 7874 of the Code) after the date hereof, such that the Resulting Issuer should not be treated as a U.S. domestic corporation under Section 7874 of the Code, taking into account any action taken pursuant to Section 2.15(b)(iv); and (nv) this Agreement shall not have been terminated pursuant to Section 6.2 hereofterminated.

Mutual Conditions Precedent. The Subject to the other terms of this Agreement, the respective obligation obligations of the parties hereto BHC and B+L to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, at or mutual waiver in writing, on or before prior to the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived, in whole or in part, with the mutual written consent of the BHC and B+L, each acting reasonably: (a) the Interim Order shall and the Final Order will have been granted in form obtained on terms consistent with this Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) all consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with any Governmental Authority that are necessary to consummate the transactions provided for in this Agreement or the Plan of Arrangement and this Agreement, with or without amendment, shall will have been approved by the directors obtained and, if requiredapplicable, the shareholders of Celly Nu, to the extent required by, be in full force and in accordance with applicable Laws and the constating documents of Celly Nueffect; (c) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws or blue sky laws and the rules and regulations thereunder in connection with the Arrangement Resolution, with or without amendment, shall have been approved taken or made, and, where applicable, have become effective or been accepted by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesGovernmental Authority; (d) no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the Court shall have determined that the terms and conditions consummation of the Arrangement are procedurally or any of the transactions related thereto shall be in effect, and substantively fair to no other event outside the FSD Pharma Securityholders and the Final Order control of BHC shall have been granted in occurred or failed to occur that prevents the form and substance satisfactory to FSD Pharma, and shall not have been set aside consummation of the Arrangement or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseany related transactions; (e) the Celly Nu Shares to be issued actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws or blue sky laws and the rules and regulations thereunder in the United States pursuant to connection with the Arrangement shall be issued in accordance with and exempt from registration requirements under have been taken or made, and, where applicable, have become effective or been accepted by the applicable exemptions from registration under the U.S. Securities ActGovernmental Authority; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu BHC Class A Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if BHC Special Shares, the Plan of Arrangement is completed; (k) TC Shares, the issuance of Amalco 2 Shares and the securities under Specified Exchanged Awards, as the Plan of Arrangement case may be, shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsthereof; and (ng) this Agreement shall will not have been terminated pursuant to Section 6.2 hereofthe provisions of Article 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Merger are subject to the satisfaction, or mutual waiver in writingby Auxilium and Endo, on or before the Effective Closing Date, of each of the following conditions, each of which is for the mutual benefit of the Parties and which may be waived, in whole or in part, by Auxilium and Endo at any time: (a) the Interim Order Auxilium Stockholder Approval shall have been granted obtained at the Auxilium Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseaccordance with applicable Laws; (b) the Arrangement Form S-4 shall have been declared effective and this Agreementno stop order suspending the effectiveness of the Form S-4 shall be in effect (and, with if required by Irish Prospectus Law or without amendmentother applicable Laws, an Irish Prospectus shall have been approved by the directors and, if required, the shareholders of Celly Nu, CBI and made available to the extent required by, and public in accordance with applicable Laws and the constating documents of Celly Nutherewith); (c) the Arrangement Resolution, with or without amendment, Endo Shares to be issued as Merger Consideration shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order andfor listing on NASDAQ, subject only to the Interim Order, the constating documents official notice of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesissuance; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Required Regulatory Approvals shall have been obtained or received on terms that are satisfactory concluded and shall be in full force and effect and any waiting or suspensory periods related to FSD Pharmathe Required Regulatory Approvals shall have expired or been terminated, in each case, without the imposition of any Restraint; (gi) No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the Merger or any of the other transactions contemplated in this Agreement and (ii) no action will Governmental Authority shall have been instituted and any Proceeding (which remains outstanding at what would otherwise be continuing on the Effective Date for an injunction Closing Date) before any Governmental Authority of competent jurisdiction seeking to restrain, a declaratory judgment in respect of, enjoin or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the otherwise prohibit consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. 7.1 The respective obligation obligations of the parties hereto Acquiror and the Corporation to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Transaction are subject to the satisfaction, fulfillment prior to or mutual waiver in writing, on or before at the Effective Date, Closing of each of the following conditions: (a) the Interim Order CSE shall have been granted in form conditionally approved the Transaction and substance satisfactory the Acquiror shall have obtained the Stock Exchange Listing, subject only to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any compliance with the usual requirements of the Parties, acting reasonably, on appeal or otherwiseCSE; (b) the Arrangement and this Agreement, with or without amendment, Brokered Financing shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuclosed; (c) the Arrangement Resolution, with or without amendment, Amalgamation shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesoccurred; (d) the Court all required Authorizations shall have determined that the been obtained on terms and conditions of the Arrangement are procedurally and substantively fair satisfactory to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaparties, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in required approval of the United States pursuant to the Arrangement Nevada Department of Taxation shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been received; (f) all material governmentalon or before the Closing Date, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on all regulatory approvals and all third party consents as may be required to complete the Transaction, if any, in form and terms that are satisfactory to FSD Pharmathe Acquiror and the Corporation, each acting reasonably, unless otherwise provided for between the parties, or if a failure to obtain such approvals or consents would not have a Material Adverse Effect on the Acquiror or the Corporation or materially impede the completion of the Transaction; (g) no action will shall have been instituted taken by any court or governmental body prohibiting or making illegal the execution and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, delivery of this Agreement or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions transaction contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 13. The conditions precedent in this Article 7 are for the mutual benefit of the Acquiror and the Corporation and may be waived, in whole or in part, at any time if waived by both the Acquiror and the Corporation, such waiver being without prejudice to any other right that any Party may have. In case any of the foregoing conditions cannot be fulfilled on or before the Closing Date to the satisfaction of the Acquiror and the Corporation, any of the Acquiror and the Corporation may rescind this Agreement by notice to the other Party and in such event each of the Corporation, the Shareholders and the Acquiror shall be released from all obligations hereunder, other than in respect of liability of a party for breach of any of the terms or conditions set forth herein before such termination.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transaction shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateClosing Time, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any approved by 662/3% of the Parties, acting reasonably, votes cast on appeal the Arrangement Resolution by the Company Shareholders present in person or otherwiseby proxy at the Company Meeting; (b) at the Arrangement Symmetry Meeting, in accordance with the amended and this Agreementrestated certificate of incorporation of Symmetry, with or without amendment, (i) the acquisition of the Company by Symmetry shall have been approved by a majority of the directors and, if required, shares of common stock voted by the shareholders holders thereof; and (ii) Symmetry Stockholders owning no more than 29.99999% of Celly Nu, the outstanding Symmetry shares issued under its initial public offering both vote against approval of the acquisition of the Company by Symmetry and properly exercise their conversion rights attaching to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuSymmetry shares; (c) the Arrangement Resolution, with or without amendment, Transaction shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, Company Meeting in accordance with the Interim Order and, subject any conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Interim Order and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the a form and substance satisfactory to FSD Pharmathe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Articles of Arrangement shall be issued in accordance substance consistent with this Agreement and exempt from registration requirements under applicable exemptions from registration under in form satisfactory to the U.S. Securities ActParties acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any Law, final and non-appealable injunction, order or decree prohibiting, restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of Transaction; (g) the parties will Specified Regulatory Approvals shall have been issued obtained or satisfied on terms and remain outstandingconditions satisfactory to the Parties acting reasonably; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy all necessary action shall have been proposedtaken by the respective parties to the Asset Sales, enactedthe Logistics Service Agreement and the Sale Leaseback Transaction to enter into and consummate the Asset Sales, promulgated or applied which interferes or is inconsistent with the completion of Logistics Service Agreement and the Sale Leaseback Transaction (for greater clarity, the Parties acknowledge the Sale Leaseback Transaction and the Logistics Service Agreement shall be entered into and become effective at the time set forth in the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights); and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6.

Mutual Conditions Precedent. The Each party’s obligation to satisfy their respective obligation of covenants herein and consummate the parties hereto to complete the Amalgamation and other transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as herein is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate (or such other date as otherwise may be specifically indicated), of the following conditions, any of which may be waived by mutual consent of the parties subject to the satisfaction or in absence of such further conditions with respect to the giving of such waiver, and without prejudice to their rights to rely on one or more other conditions precedent: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any effective as of the PartiesClosing, acting reasonably, on appeal the Sprout Board will be comprising the following persons (or otherwisesuch other persons as are nominees of TheraCann and acceptable to each of Sprout and the Exchange): (i) ▇▇▇▇▇ ▇▇▇▇▇▇ (Chairman); (ii) ▇▇▇ ▇▇▇▇▇▇▇; (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iv) ▇▇▇▇ ▇▇▇▇▇; and (v) an additional director as mutually agreed upon by the parties. (b) the Arrangement and this Agreement, with or without amendment, shall all necessary corporate action will have been approved by taken to appoint the directors following persons, effective upon the Closing, as the management of Sprout (the "Management"): (i) ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer; (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Operating Officer; and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuChief Financial Officer; (c) all necessary documents, approvals and consents will be obtained to effect the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject appointments to the Interim Order, the constating documents of FSD Pharma, applicable Laws Sprout Board and the requirements Management of any applicable regulatory authoritiesSprout described in subsections 6.1(a) and 6.1(b) above; (d) the Court shall TheraCann Shareholders will have determined that approved the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseAmalgamation Resolution; (e) the Celly Nu Shares to be issued in Sprout Minority Shareholders will have approved the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActFundamental Change Resolution; (f) neither Sprout nor TheraCann will have issued any further securities without the consent of the other party other than as contemplated in this Agreement, pursuant to the exercise of currently outstanding options or other convertible securities of Sprout and TheraCann, as applicable, or as otherwise contemplated herein; (g) all material governmental, court, regulatory, third party and other approvals, consentsconsents and orders that are necessary or advisable for the consummation of the Transaction, expiry of waiting periodsincluding, waivers, permits, exemptions, orders and agreements and all amendments and modifications but not limited to, the approval of the Exchange of the Amalgamation and terminations ofthe listing of the post-Consolidation Sprout Shares, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances, all on terms that are satisfactory to FSD Pharmaeach of the parties hereto, acting reasonably; (gh) there will be no action will have been instituted material action, cause of action, claim, demand, suit, investigation or other proceedings in progress, pending or threatened against or affecting any of Sprout, Subco, TheraCann or any such company's respective officers and be continuing on the Effective Date for an injunction to restraindirectors, a declaratory judgment at law or in respect ofequity, or damages on account before any governmental department, commission, or agency, which involve the reasonable likelihood of any judgment or relating to liability against any of the Arrangement and parties; (i) there will not be in force any prohibition at law, order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this AgreementTransaction; (j) no material fact or circumstance, including the fair market value approval of the Celly Nu Shares, shall Registrar of the Amalgamation will have changed in a manner which would have a material adverse effect upon FSD Pharma or been obtained under the FSD Pharma Securityholders if the Plan of Arrangement is completedLaw 32 Panama; (k) the issuance representations and warranties of the securities under parties herein will be true and correct in all material respects as at the Plan Effective Time, except for such representations and warranties made expressly as of Arrangement shall a specified date which will be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;true and correct in all material respects as of such date; and (l) the issuance all covenants, obligations and conditions of the securities under parties herein on their parts will be performed, satisfied and observed prior to or at the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not Effective Time will have been terminated pursuant to Section 6.2 hereofperformed, satisfied and observed in all material respects.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingby the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Arrangement Resolution has been approved by the Affected Securityholders at the Company Meeting, in accordance with the Interim Order shall have and applicable Laws; (b) each of the Interim Order and Final Order: (i) has been granted obtained in form and substance satisfactory to FSD Pharma each of the Company and Celly Nuthe Purchaser, each acting reasonably, and such order shall ; and (ii) has not have been set aside or modified in a any manner unacceptable to any of either the PartiesCompany or the Purchaser, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement ResolutionFilings, with or without amendment, shall have been approved by to be sent to the required number of votes cast by FSD Pharma Securityholders at the Meeting, Registrar in accordance with this Agreement and the Interim Order andBCBCA, subject are in form and content satisfactory to the Interim Order, the constating documents of FSD Pharma, applicable Laws Company and the requirements of any applicable regulatory authoritiesPurchaser, each acting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Purchaser Shareholder Approval shall have been granted in obtained at the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisePurchaser Shareholder Meeting; (e) the Celly Nu Shares to be issued in the United States all necessary filings pursuant to the Arrangement HSR Act shall be issued in accordance with have been made and exempt from registration requirements under all applicable exemptions from registration under the U.S. Securities Actwaiting periods thereunder shall have expired or been terminated; (f) all material governmentalthere shall be in effect no Law or Order (whether temporary, court, regulatory, third party and other approvals, consents, expiry preliminary or permanent) that has the effect of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toprohibiting the consummation of the Arrangement, and terminations of, agreements, indentures and arrangements considered no litigation instituted by FSD Pharma any Governmental Authority seeking to be necessary or desirable for prohibit the consummation of the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmabe pending; (g) no action will the Company and Spinco shall have been instituted and be continuing on entered into the Effective Date for an injunction to restrain, a declaratory judgment Spinco Contribution Agreement in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order accordance with respect to any securities of any of the parties will have been issued and remain outstanding;Section 4.6; and (h) none one of the consentsTSX, orders, rulings, approvals the TSX Venture Exchange or assurances required for the implementation Canadian Securities Exchange shall have conditionally approved the listing thereon of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Spinco Shares to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act distributed pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArrangement.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the sale of the Purchased Shares and the transactions contemplated by this Agreement are subject to the following conditions being satisfied on or before the Closing, which conditions are for the mutual benefit of all parties to this Agreement and may be waived in whole or in part only if jointly waived by all of the parties to this Agreement: (a) all material approvals, authorizations or consents, including approvals by Governmental Authorities, regulatory authorities, third parties and judicial approvals and orders legally required for the consummation of the Agreement and the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmafrom the persons, authorities or bodies having jurisdiction in the circumstances; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (hb) none of the approvals, authorizations, consents, orders, rulings, approvals laws or assurances required for the implementation of the Arrangement will contain regulations contemplated in this Section 5.1 shall have contained terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the parties acting reasonably; (c) an agreement, or agreements, in form and substance acceptable to VGC, shall have been entered into among Mineral Ridge, the Vendor, CRL and Dresdner whereunder: (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion terms of the Plan indebtedness of Arrangement, including any material change Mineral Ridge to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have Dresdner are amended in a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementmanner satisfactory to VGC; (jii) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant Dresdner consents to the Section 3(a)(10) Exemption; (l) acquisition of Mineral Ridge by the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsPurchaser; and (niii) this Agreement Dresdner agrees to release the Vendor and CRL of all obligations and liabilities undertaken by the Vendor or CRL in connection with the debt financing of Mineral Ridge and the Business, including the pledge of the Vendor's issued and outstanding shares by CRL and the pledge of the issued and outstanding shares of Touchstone Resources Company and Mineral Ridge by the Vendor, and such other documents as may be required to give effect thereto; (d) agreements shall not have been terminated pursuant entered into among Mineral Ridge, the Vendor, CRL, the Purchaser, VGC and Dresdner and such other creditors of Mineral Ridge, the Vendor or CRL as may be necessary to Section 6.2 hereofrelease each of the Vendor and CRL of all its liabilities, whether as principal debtor or guarantor, in respect of the development or operation of Mineral Ridge and the Business, including agreements with a reclamation bonding company and such other documents necessary to give effect thereto; and (e) there shall be no inter-company balances owing between Mineral Ridge and either of the Vendor or CRL, and Mineral Ridge, the Vendor and CRL shall have executed and delivered such releases of such inter-company balances as may be requested by the Purchaser and VGC.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of First Majestic and Primero: (a) the Interim Order Arrangement Resolution shall have been granted approved by the Primero Shareholders at the Primero Shareholder Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Laws; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of Primero and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (gc) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment Law is in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining effect that makes the consummation of the transactions contemplated by this Agreement and no cease trading Arrangement illegal or similar order with respect to any securities of any of otherwise prohibits or enjoins Primero or First Majestic from consummating the parties will have been issued and remain outstandingArrangement; (hd) none the Consideration Shares, the First Majestic Shares issuable upon exercise of the consentsReplacement Options from time to time, orders, rulings, approvals or assurances required for the implementation First Majestic Shares issuable upon exercise of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaPrimero Warrants from time to time and the First Majestic Shares issuable upon conversion of the Primero Debentures from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance, provided that First Majestic shall not be required to obtain any such authorization in connection with the First Majestic Shares issuable upon conversion of the Primero Debentures in the event the Debentureholders’ Resolution is approved at the Debentureholder Meeting; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (ke) the issuance of the securities under Consideration Shares and the Plan of Arrangement shall Replacement Options will be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) , and such securities shall not be subject to hold periods under the issuance Securities Laws in Canada or the U.S. Securities Act, except as may be imposed by Rule 144 under the U.S. Securities Act or except as disclosed in the Shareholder Circular, or except by reason of the securities under the Plan existence of Arrangement shall be exempt from prospectus requirements under Securities Legislation any controlling interest in First Majestic pursuant to the Section 2.11 Securities Laws of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsany applicable jurisdiction; and (nf) this Agreement the Antitrust Clearance shall not have been terminated pursuant to Section 6.2 hereofobtained.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the ▇▇▇▇▇▇▇▇▇ Shareholders at the ▇▇▇▇▇▇▇▇▇ Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma▇▇▇▇▇▇▇▇▇ and Alamos, acting reasonably, on appeal or otherwise; (c) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Alamos or ▇▇▇▇▇▇▇▇▇ which shall prevent the consummation of the Arrangement; (d) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case: (i) to enjoin or prohibit the Plan of Arrangement or the transactions contemplated by this Agreement; or (ii) which would render this Agreement or the Voting Agreements unenforceable in any way or frustrate the purpose and intent hereof or thereof; (e) the Celly Nu Shares Key Regulatory Approvals shall have been obtained; (f) the Key Third-Party Consents shall have been obtained; (g) all necessary actions shall have been taken with respect to the Arrangement so that the Alamos Warrants to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act and similar exemptions under all applicable exemptions state securities laws; and (ii) the Final Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration under requirements of the U.S. Securities Act; (f) all material governmental, courtregarding the distribution of the Alamos Warrants pursuant to the Arrangement; provided, regulatoryhowever, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma that ▇▇▇▇▇▇▇▇▇ shall not be entitled to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing rely on the Effective Date for an injunction provisions of this Section 6.1(g) in failing to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that ▇▇▇▇▇▇▇▇▇ fails to advise the Court prior to the hearing in respect to any securities of any of the parties will have been issued and remain outstanding; (h) none Final Order, as required by the terms of the consentsforegoing exemptions, orders, rulings, approvals or assurances required for that Alamos will rely on the implementation foregoing exemptions based on the Court’s approval of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightstransaction; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted duly approved by Goldcorp Shareholders at the Goldcorp Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Law; (b) the Arrangement and this Agreement, with or without amendment, Newmont Resolutions shall have been duly approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Newmont Meeting in accordance with applicable Laws and the constating documents of Celly NuLaw; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the form and substance satisfactory acceptable to FSD Pharmaeach of Newmont and Goldcorp, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Goldcorp or Newmont, each acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) the Celly Nu Consideration Shares to be issued in pursuant to the United States Arrangement shall, subject to customary conditions, have been approved for listing on the NYSE; (f) all of the Key Regulatory Approvals shall have been obtained; and (g) the Consideration Shares and Replacement RSUs to be issued pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofthereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of ALCATEL and NEWBRIDGE: (a) the Interim Order Arrangement shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall approved at the NEWBRIDGE Meeting by not have been set aside or modified in a manner unacceptable to any less than two-thirds of the Parties, acting reasonably, on appeal or otherwisevotes cast by the NEWBRIDGE Shareholders who are represented at the NEWBRIDGE Meeting; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and NEWBRIDGE Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 5.1(a) which may be imposed by the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance on terms satisfactory to FSD Pharmaeach of NEWBRIDGE and ALCATEL, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch parties, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in ALCATEL Shareholders shall have approved the United States pursuant to ALCATEL Resolution at the Arrangement shall be issued in accordance with and exempt from registration requirements under ALCATEL Meeting by the requisite levels required by applicable exemptions from registration under the U.S. Securities ActLaws; (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any final and non-appealable injunction, order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nf) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6; (g) the Exchangeable Shares shall have been conditionally approved for listing on The Toronto Stock Exchange, the ALCATEL ADRs and the ALCATEL ADSs to be provided upon the exchange of Exchangeable Shares shall have been approved for listing on the NYSE, and the ALCATEL Shares to be issued in connection with the Arrangement shall have been approved for listing on the PSE, subject to the filing of required documentation, notice of issuance and/or other usual requirements; (h) other than the Regulatory Approvals, all consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on ALCATEL or NEWBRIDGE, as the case may be, shall have been obtained or received on terms that will not have a Material Adverse Effect on ALCATEL and/or NEWBRIDGE; there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity: (i) seeking to prohibit or restrict the acquisition by ALCATEL or any of its subsidiaries of any NEWBRIDGE Common Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from NEWBRIDGE or ALCATEL any damages directly or indirectly in connection with the Arrangement, (ii) seeking to prohibit or materially limit the ownership or operation by ALCATEL or any of its subsidiaries of any material portion of the business or assets of NEWBRIDGE or any of its subsidiaries or to compel ALCATEL or any of its subsidiaries to dispose of or hold separate any material portion of the business or assets of NEWBRIDGE or any of its subsidiaries, (iii) seeking to impose limitations on the ability of ALCATEL or any of its subsidiaries to acquire or hold, or exercise full rights of ownership of, any NEWBRIDGE Common Shares, including the right to vote the NEWBRIDGE Common Shares purchased by them on all matters properly presented to the shareholders of NEWBRIDGE, (iv) seeking to prohibit ALCATEL or any of its subsidiaries from effectively controlling in any material respect the business or operations of NEWBRIDGE or any of its subsidiaries or (v) which otherwise is reasonably likely to have a Material Adverse Effect on NEWBRIDGE or ALCATEL; and (i) the Regulatory Approvals shall have been obtained or satisfied on terms and conditions satisfactory to ALCATEL and NEWBRIDGE (but only insofar as it would directly affect NEWBRIDGE shareholders), acting reasonably, and in connection therewith ALCATEL shall have regard to the magnitude of the transaction.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of First Majestic and SilverCrest: (a) the Interim Order Arrangement Resolution shall have been granted approved by the SilverCrest Shareholders at the SilverCrest Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Laws; (b) the Arrangement and this Agreement, with or without amendment, Share Issuance Resolution shall have been approved by the directors and, if required, First Majestic Shareholders at the shareholders of Celly Nu, to the extent required by, and First Majestic Meeting in accordance with applicable Laws and the constating documents of Celly NuLaws; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of SilverCrest and First Majestic, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ne) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6; (f) SilverCrest shall have received any required approval of the TSX and the NYSE MKT to the transactions contemplated herein; (g) First Majestic shall have received any required approval of the TSX and the NYSE to the transactions contemplated herein; (h) the Consideration Shares and the First Majestic Shares issuable upon exercise of the Replacement Options from time to time, shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance; (i) the issuance of the Consideration Shares, the SpinCo Shares and the Replacement Options will be exempt from the registration requirements of the U.S. Securities Act and the issuance of the Consideration Shares, SpinCo Shares and the Replacement Options will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces of Canada in which holders of SilverCrest securities are resident; and such securities will not be subject to hold periods under the Securities Laws of Canada or the United States except as may be imposed by Rule 144 under the U.S. Securities Act with respect to affiliates or except as disclosed in the Joint Circular or except by reason of the existence of any controlling interest in First Majestic or SpinCo, as applicable, pursuant to the Securities Laws of any applicable jurisdiction; (j) the Antitrust Clearance shall have been obtained on terms and conditions satisfactory to each of First Majestic and SilverCrest acting reasonably; and (k) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Arrangement and the other transactions contemplated herein, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on First Majestic or SilverCrest shall have been obtained or received on terms that will not have a Material Adverse Effect on First Majestic and/or SilverCrest.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transaction shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateTime, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of Purchaser and Royal: (a) the Interim Order Transaction Resolution shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any approved by 66 2/3% of the Parties, acting reasonably, votes cast on appeal the Transaction Resolution by the Royal Shareholders present in person or otherwiseby proxy at the Royal Meeting; (b) the Arrangement and this Agreement, with or without amendment, Transaction shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Royal Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 6.1(a) which may be imposed by the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the a form and substance satisfactory to FSD Pharmathe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant to the Articles of Arrangement shall be issued in accordance content consistent with this Agreement and exempt from registration requirements under applicable exemptions from registration under in form satisfactory to the U.S. Securities ActParties acting reasonably; (e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Transaction illegal or otherwise preventing or prohibiting consummation of the Transaction; (f) all material governmental(i) the Regulatory Approvals shall have been obtained; (ii) any consent, court, regulatory, third party and approval or waiting period under the antitrust or competition legislation of any other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma relevant jurisdiction applicable to be necessary or desirable for the Arrangement to become effective Transaction shall have been obtained or received on terms shall have expired or been terminated, as applicable; and (iii) the approvals or notifications that are satisfactory to FSD Pharma; (g) no action will have been instituted and may be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force required under any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities applicable Law of any of country outside Canada and the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy United States shall have been proposedobtained or made, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesexcept, in the aggregatecase of this clause (iii), and, for greater certainty, disregarding where the number of votes attached failure to Class A Shares and Class B Shares, shall so obtain or make would not have exercised their Dissent Rightsa Material Adverse Effect on Royal or Purchaser; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereof‎Article 8.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions: (a) this Agreement and the Interim Order shall have been granted transactions contemplated hereby, including in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of particular the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendmentAmalgamation, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to each of the extent required by, and Amalgamating Corporations in accordance with the provisions of the Act and any other applicable Laws and regulatory requirements; (b) the constating documents Amalgamation shall have received “minority approval” in accordance with Multilateral Instrument 61-101 — Protection of Celly NuMinority Security Holders in Special Transactions; (c) all necessary governmental or regulatory approvals and consents in respect of the Arrangement Resolution, with or without amendment, Amalgamation shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject obtained on terms satisfactory to the Interim Order, the constating documents of FSD Pharma, applicable Laws Augusta and the requirements of Newco or any applicable governmental or regulatory authoritieswaiting period shall have expired or been terminated; (d) no action, suit or proceeding shall have been threatened or taken before or by any court or tribunal and no law shall be proposed or enacted nor there shall have occurred or been threatened a change (or any condition, event or development involving a prospective change) in the Court business, assets, capitalization, financial condition or prospects of Augusta or Newco or any of their respective subsidiaries, which, in the sole judgment of Augusta or Newco, in any such case, might make it inadvisable for Augusta or Newco, as the case may be, to proceed with the Amalgamation; and (e) each of the parties shall have determined that there are reasonable grounds for believing that at the terms Redemption Time and conditions after payment of the Arrangement are procedurally consideration on the redemption of the Amalco Redeemable Preferred Shares (i) Amalco will be able to pay its liabilities as they become due; and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (eii) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry realizable value of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there Amalco’s assets will not be in force any order or decree restraining or enjoining less than the consummation aggregate of the transactions contemplated by this Agreement its liabilities and no cease trading or similar order with respect to any securities stated capital of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofall classes.

Mutual Conditions Precedent. The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement, the obligation of Chemesis to file the Articles of Arrangement and the obligation of each of FSD Pharma Chemesis and Celly Nu Spinco to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseChemesis; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (dc) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Chemesis Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaChemesis, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaChemesis, on appeal or otherwise; (ed) the Celly Nu Shares securities to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActSection 3(a)(10) Exemption; (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma Chemesis to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD PharmaChemesis; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (hg) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaChemesis; (ih) no Lawslaw, regulation or policy shall will have been proposed, enacted, promulgated or applied which that interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ni) this Agreement shall not have been terminated pursuant to Section section 6.2 hereof, unless such condition is waived by either of the parties hereto.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, at or mutual waiver in writing, on or before prior to the Effective DateTime, of each of the following conditionsconditions precedent, each of which may be waived, in whole or in part, by the Corporation: (a) the Interim Order shall Pre-Arrangement Reorganization will have been granted in form and substance satisfactory completed at or prior to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseEffective Time; (b) the Arrangement and this Agreement, with or without amendment, shall Resolution will have been approved by the directors and, if required, Corporation Shareholders at the shareholders of Celly Nu, to the extent required by, and Meeting in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Corporation Escrowed Stock Plan Share Reserve Increase Resolution, with or without amendment, shall the Manager MSOP Resolution and the Manager Escrowed Stock Plan Resolution will have been approved by the required number holders of votes cast by FSD Pharma Securityholders Corporation Class A Shares and Corporation Class B Shares at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Interim Order and the Final Order shall will have each been granted in the form and substance satisfactory to FSD Pharma, obtained on terms consistent with this Agreement and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisethe Corporation; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Parties, each acting reasonably, to be necessary or desirable for the completion of the transactions provided for in this Agreement, the Plan of Arrangement to become effective shall or the Pre-Arrangement Reorganization will have been obtained or received on terms that are satisfactory to FSD Pharmathe Parties, each acting reasonably; (f) the Tax Matters Agreement will have been validly executed by and among the Corporation, the Manager and the Asset Management Company; (g) no action law, regulation or policy will have been instituted proposed, enacted, issued, promulgated, enforced or applied that interferes with or is inconsistent with the completion of the Arrangement or the Tax Opinions or their effective application to the Arrangement, including any material change to the income tax laws of Canada or the United States, or any province, state or territory thereof; (h) the Tax Opinions will have been received by the Corporation and be continuing on the Manager, in form and substance satisfactory to the Corporation, will not have been withdrawn or modified and all of the transactions referred to in the Tax Opinions as occurring at or prior to the Effective Date for an injunction to restrain, a declaratory judgment in respect of, Time will have occurred and all conditions or damages on account terms of or relating to the Arrangement and Tax Opinions shall have been satisfied; (i) there will not be in force any order or decree restraining or enjoining the consummation completion of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaAgreement; (i) no Laws, regulation or policy shall the Manager Class A Shares will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with conditionally approved to be listed and posted for trading on the completion NYSE and the TSX; (ii) the Corporation New Preference Shares will have been conditionally approved to be listed and posted for trading on the TSX; (iii) the Corporation Class A Shares issuable on the exercise of Corporation New Options and the Plan Manager Class A Shares issuable on the exercise of Arrangement, including any material change Manager Options to be issued pursuant to the Tax Act Arrangement will have been conditionally approved to be listed and other relevant income tax Laws posted for trading on the NYSE and the TSX; and (iv) the Corporation Class A Shares issuable on the exchange of Canada or Corporation Escrowed Shares and the Province Manager Class A Shares issuable on the exchange of OntarioManager Escrowed Shares to be issued pursuant to the Arrangement will have been conditionally approved to be listed and posted for trading on the NYSE and the TSX; subject to, which would have a material adverse effect upon FSD Pharma Securityholders if in each case, standard listing conditions imposed by the Plan of Arrangement is completed NYSE and the TSX, as set out applicable, in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed;similar circumstances; and (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall will not have been terminated pursuant to the provisions of Article 6. The conditions contained in this Section 6.2 hereof5.1 are for the sole benefit of the Corporation and may be waived, in whole or in part, by the Corporation at any time. Such conditions will not give rise to or create any duty on the part of the Corporation or the Corporation Board to waive or not to waive such conditions and will not in any way limit the Corporation’s right to terminate this Agreement as set forth in Section 6.3 or alter the consequences of any such termination from those specified in Section 6.4. Any determination made by the Corporation prior to the Arrangement concerning the satisfaction and waiver of any or all of the conditions set forth in this Section 5.1 will be final and conclusive, and neither the Corporation nor any of its Affiliates or Representatives shall have any liability as a result of any such determination.

Mutual Conditions Precedent. The respective obligation obligations of the parties Parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transactions shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of ▇▇▇▇▇ and the Sellers: (a) the Interim Order 8.1.1 there shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any final and non-appealable judgement, injunction, order or decree decree, and there shall not have been passed any Law, prohibiting, preventing, restraining or enjoining the consummation of the transactions contemplated by this Agreement Transactions and there shall be no cease trading proceeding in progress that relates to or similar results from the Transactions that would, if successful, result in an order with respect to any securities or ruling of any a Governmental Authority that would preclude completion of the parties will have been issued and remain outstanding; (h) none of transactions in accordance with the consents, orders, rulings, approvals terms hereof or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is would otherwise be inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, Regulatory Approvals which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementbeen obtained; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) 8.1.2 this Agreement shall not have been terminated pursuant to Section 6.2 hereofSections 8.3 or 8.5; 8.1.3 The Private Placement shall have been completed raising gross proceeds of at least $250,000; 8.1.4 there shall not be pending or threatened any suit, action or proceeding: (i) seeking to prohibit or restrict the seeking to restrain or prohibit the consummation of the Transactions or seeking to obtain from the Corporation or Mansa any damages directly or indirectly in connection with the Transactions, or (ii) which otherwise is reasonably likely to have a Material Adverse Effect on the Corporation or a Material Adverse Effect on Mansa; 8.1.5 no order, ruling or determination having the effect of suspending the issuance or ceasing the trading of the Payment Shares or any other securities of Mansa shall have been issued or made by any stock exchange, securities commission or other regulatory authority and be continuing in effect and no proceedings for that purpose shall have been instituted or pending or, to the Knowledge of Mansa, contemplated or threatened by any stock exchange, securities commission or other regulatory authority; 8.1.6 the Exchange shall have provided conditional approval for the Transactions; and 8.1.7 the execution by the Sellers and any other parties, as applicable, of an escrow agreement with respect to some or all of the Payment Shares, if and as required by the Exchange, in accordance with the rules and policies of the Exchange.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereunder are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditionsconditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other conditions contained herein: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Amalgamation and this Agreement, with or without amendment, Agreement shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required byWOW Sub and ZoMedica, and by WOW, in accordance with applicable Laws and the constating documents its capacity as sole shareholder of Celly NuWOW Sub; (cb) the Arrangement Resolution, with or without amendment, Amalgamation and this Agreement shall have been approved by the required number majority of the votes cast of the ZoMedica Shareholders who, being entitled to do so, vote in person or by FSD Pharma Securityholders proxy at the Meeting, meeting of ZoMedica Shareholders in accordance with the Interim Order and, subject provisions of the Act; (c) not more than 2% of the issued and outstanding ZoMedica Shares shall have exercised rights of dissent in relation to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesAmalgamation; (d) the Court shall have determined that Resulting Issuer Shares to be issued pursuant to the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order set forth herein shall have been granted in accepted for listing by the form TSXV, subject to the Resulting Issuer's fulfilling the TSXV's usual and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseordinary listing requirements; (e) the Celly Nu Shares Private Placement shall have been completed to raise gross proceeds in an amount not less than $2,000,000, or such other amount as may be issued necessary to satisfy the initial listing requirements of the TSXV set forth in Policy 2.4 of the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActTSXV Corporate Finance Manual; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with Agreement, including, without limitation, the Amalgamation; (g) the TSXV shall have granted conditional approval in respect to any securities of any of the parties will have been Amalgamation and related transactions, including the issuance of the Resulting Issuer Shares to be issued and remain outstandingto ZoMedica Shareholders pursuant to the Amalgamation; (h) none all other consents, orders and approvals, including, without limitation, regulatory approvals, required or desirable for the completion of the consentstransactions contemplated herein shall have been obtained or received from the Person, ordersauthorities or bodies having jurisdiction in the circumstances, rulings, approvals or assurances required for the implementation all on terms satisfactory to each of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaparties hereto, acting reasonably; (i) no Laws, regulation or policy any applicable TSXV escrow agreement shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreemententered into; (j) no material fact upon Closing, all regulatory requirements shall have been or circumstanceare capable of being satisfied, including all requirements by the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completedTSXV; (k) the issuance TSXV shall have approved the transfer within escrow of 2,000,000 WOW Shares in accordance with the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) ExemptionFounders' Shares Transfer Agreement; (l) the issuance board of directors of Amalco and the securities under the Plan Resulting Issuer shall consist of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106;those as set forth in this Agreement; and (m) holders if necessary, a sponsor for the transactions contemplated under this Agreement as the "Qualifying Transaction" of FSD Pharma Shares representing no more than 5% WOW (within the meaning of Policy 2.4 of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, TSXV Corporate Finance Manual) shall have exercised their Dissent Rights; and (n) this Agreement conducted due diligence and filed with the TSXV a satisfactory sponsorship report or the requirement for sponsorship shall not have been terminated pursuant to Section 6.2 hereofwaived by the TSXV.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereby are subject to the satisfactionfulfillment or, or if permissible, waiver of the following mutual waiver in writing, conditions on or before the Effective Date, of the following conditionsTime or such other time as is specified below: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma E&C and Celly NuParent, each acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable which is not acceptable to any of the such Parties, acting reasonably, on appeal or otherwise; (b) any conditions in addition to those set out in this Section 5.1 which may be imposed by the Arrangement and this Agreement, with or without amendment, Interim Order shall have been satisfied; (c) the E&C Common Shareholders and E&C Creditors shall have approved by at the directors andMeetings and all other E&C Securityholders shall have approved or consented to, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws Arrangement and the requirements of any applicable regulatory authoritiesArrangement Resolution; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaE&C and Parent, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable which is not acceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmentalno proceeding of a judicial or administrative nature or otherwise, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered brought by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, before a declaratory judgment in respect ofGovernmental Entity, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been applicable Laws proposed, enacted, promulgated or applied applied, that directly or indirectly relates to the transactions contemplated hereby which interferes could reasonably be expected to result in a Material Adverse Effect on the Party to which it applies or is inconsistent which could impede or interfere with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (jf) no material fact or circumstance, including the fair market value of the Celly Nu Shares, an escrow agreement shall have changed been entered into between the Escrow Agent (as defined in each Support Agreement), Parent, Acquisitionco, the Management Shareholders, GEIPPP and Crown providing for an escrow in the aggregate amount of U.S.$1,840,000 as exclusive support for indemnification claims for breaches of representations, warranties and covenants contained in the Support Agreements, which provides for a manner which would have a material adverse effect upon FSD Pharma or release date of nine (9) months from the FSD Pharma Securityholders if Effective Date, in substantially the Plan of Arrangement is completedform attached to the Support Agreements; (kg) the issuance of the securities under the Plan of Arrangement Acquisitionco shall be exempt from registration under the U.S. Securities Act pursuant have entered into employment and non-compete agreements with each Management Shareholder on terms satisfactory to the Section 3(a)(10) Exemptioneach respective Party, acting reasonably; (lh) the issuance of Effective Date shall have occurred on or before March 31, 2007 or such later date as the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma SharesParties, in the aggregatetheir sole discretion, and, for greater certainty, disregarding the number of votes attached may agree to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsin writing; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereof7.2. The foregoing conditions are for the mutual benefit of each of the Parties and may be waived, in whole or in part, by any Party at any time, provided that no Party may waive any mutual condition on behalf of any other Party.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto each Party to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transaction shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateClosing Time, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the Arrangement Resolution shall have been approved at the Fording Meeting in accordance with the Interim Order; (b) the Final Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, each acting reasonably, on appeal or otherwise; (ec) Fording and/or the Partnership shall have in place credit facilities in the aggregate of $540 million; (d) the Celly Nu Shares to be issued Articles of Arrangement and all necessary related documents filed with the Director in accordance with the United States pursuant to the Amended Arrangement shall be issued in form and substance satisfactory to each of the Parties, acting reasonably, and shall have been accepted for filing by the Director together with the Final Order in accordance with and exempt from registration requirements under applicable exemptions from registration under subsection 192(6) of the U.S. Securities ActCBCA; (fe) all material governmentalthere shall be no action taken under any existing applicable Law or regulation, nor any statute, rule, regulation or order, which is enacted, enforced, promulgated or issued by any court, regulatorydepartment, third party and other approvalscommission, consentsboard, expiry of waiting periodsregulatory body, waiversgovernment or Governmental Authority or similar agency, permitsdomestic or foreign, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective nor shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining of any such entity that: (i) makes illegal or enjoining otherwise directly or indirectly restrains, enjoins or prohibits the Transaction or any of the other transactions contemplated herein; (ii) results in any judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; or (iii) imposes or confirms material limitations on the ability of the Fund to issue Units or effectively exercise full rights of ownership of the securities of New Fording, including, without limitation, the right to vote any such securities; (f) the Regulatory Approvals and the third party approvals required under the CP Arrangement Agreement, the Genesee Agreements and the CPR Agreement as well as the FX Acknowledgements shall have been obtained or satisfied on terms and conditions satisfactory to the Parties acting reasonably; (g) other than the Regulatory Approvals, all consents, waivers, permits, orders and approvals of any Governmental Authority, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the transactions contemplated by this Agreement and no cease trading Amended Arrangement, the failure of which to obtain or similar order with respect to any securities the non-expiry of any of the parties will which would constitute a criminal offence or would have a Material Adverse Effect on such Party shall have been issued and remain outstandingobtained or satisfied on terms that could not reasonably be expected to have a Material Adverse Effect on such Party; (h) none there shall not have occurred any actual change or amendment to, or any proposal by the Minister of Finance (Canada) or Internal Revenue Service to change or amend, the Canadian Tax Act, or U.S. Tax Code, as applicable or to any applicable provincial tax legislation or the regulations thereunder or any publicly stated administrative position or practice in relation thereto which individually or in the aggregate, directly or indirectly, has or could reasonably be expected to have any material adverse effect on the benefits anticipated to be enjoyed by Securityholders upon consummation of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaTransaction; (i) no Laws, regulation or policy the approval of the TSX to the conditional substitutional listing of the Units to be issued pursuant to the Amended Arrangement shall have been proposedobtained, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change subject only to the Tax Act filing of required documents and other relevant income tax Laws such Units shall also have been listed by the NYSE, subject to official notice of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsissuance; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma Petro Basin and Celly NuSubco, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPetro Basin and Subco, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the Petro Basin Shareholders at the Petro Basin Meeting in accordance with the Arrangement Provisions, the constating documents of Petro Basin, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, Subco Shareholder(s) to the extent required byby law, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesSubco; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPetro Basin and Subco, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with all other consents, orders, regulations and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaPetro Basin and Subco; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either Petro Basin or Subco, as the case may be, at its discretion.

Mutual Conditions Precedent. The Parties’ respective obligation obligations to purchase or sell Product are conditional upon satisfaction of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions on or before the Effective DateCommencement Date (unless the Parties both agree to waive such conditions in writing, if capable of the following conditions:being waived): (a) the Interim Order 3.2.1 The SPA shall have been granted duly executed by VRMC and PBF and be in full force and effect, the Valero Inventory Sales Agreement shall have been duly executed by VMSC and PBF and be in full force and effect and the transactions contemplated under each such agreement shall have been consummated. 3.2.2 No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by either Party under this Agreement. 3.2.3 Neither (i) the Refinery (including the dock), nor (ii) any two of the NuStar Terminal, the Plains Terminal, the Colonial Pipeline or the Buckeye Pipeline shall have been affected adversely or threatened to be affected adversely by any loss or damage that would have a materially adverse effect on MSCG’s ability to store or transport Products (including Intermediate Products) out of the Refinery and to the delivery points for sales to its Customers. 3.2.4 Each of the Transaction Documents, in form and substance satisfactory reasonably acceptable to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved duly executed by the directors andParties and be in full force and effect; provided that with respect to the Assigned Term Agreement to which ***** is a party, if requiredsuch agreement has not been executed, the shareholders of Celly Nu, to the extent required by, and transitional arrangements as described in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, Section 3.7 shall have been approved agreed upon by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;all relevant Parties. (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material 3.2.5 All governmental, court, regulatory, third lender, related party and other authorizations, approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders notices and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma filings that are required to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order submitted with respect to any securities the transaction contemplated under the SPA and the Transaction Documents, and entering into and performing under the SPA and the Transaction Documents, have been obtained or submitted and are in full force and effect, and all conditions of any of the parties will such authorizations, approvals, consents, notices and filings have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharescomplied with, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofall material respects.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfilment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order Stars Resolution shall have been granted approved and adopted by the Stars Shareholders at the Stars Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, on appeal or otherwise; (c) the Flutter Shareholder Approval shall have been obtained; (d) the Regulatory Approvals and the Gaming Consents shall have been obtained; (e) the Celly Nu FCA and Euronext Dublin shall have acknowledged (and such acknowledgement shall not have been withdrawn) that the application for the admission of the Flutter Shares to be issued in the United States pursuant to the Arrangement to (i) the premium listing segment of the Official List of the FCA, and (ii) to a secondary listing on the Official List of Euronext Dublin (respectively) has been approved and will become effective, and the LSE and Euronext Dublin having acknowledged (and such acknowledgement shall not have been withdrawn) that the Flutter Shares to be issued in accordance pursuant to the Arrangement will be admitted to trading on (A) the LSE’s main market for listed securities, and (B) the Euronext Dublin Market (respectively) with and exempt effect from registration requirements under applicable exemptions from registration under the U.S. Securities Act;Effective Date, subject only to the issue of such Flutter Shares upon completion of the Arrangement; and (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms no Law is in effect that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining makes the consummation of the transactions contemplated by this Agreement and no cease trading Arrangement illegal or similar order with respect to any securities of any of otherwise prohibits or enjoins Flutter or Stars from consummating the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to September 28, 2007, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Purchaser and Celly NuWestern, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPurchaser and Western, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementMailing Date shall occur not later than October 1, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu2007; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved passed by the required number of votes cast by FSD Pharma Securityholders at the MeetingWestern Shareholders, on or prior to November 23, 2007 in accordance with the Interim Order andand in form and substance satisfactory to each of Purchaser and Western, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesacting reasonably; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair on or prior to the FSD Pharma Securityholders and November 30, 2007, the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaPurchaser and Western, acting reasonably and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaPurchaser and Western, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement to be issued filed with the Registrar in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actsubstance satisfactory to each of Purchaser and Western, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained or received on terms that are satisfactory to FSD Pharmaoccurred not later than the Outside Date; (g) no action will Purchaser and Western shall have been instituted obtained all consents, waivers, permissions and be continuing approvals necessary to complete the Arrangement by or from relevant Governmental Authorities, on terms and conditions satisfactory to the Effective Date Parties, acting reasonably, including without limitation: (i) the approval of the Western Shareholders required for an injunction the Arrangement pursuant to restrain, a declaratory judgment in respect of, the ABCA or damages on account of or as required by the Court and other matters relating to the Arrangement; (ii) the approval of the Court and; if applicable, the required approvals from the Minister of Industry under the Investment Canada Act; (iii) either a notification or a request for an advance ruling certificate under the Competition Act in respect of the Arrangement shall been made and there will not be (i) any waiting periods prescribed under the Competition Act shall have expired and the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; or (ii) the Parties shall have received an advance ruling certificate from the Competition Bureau in force any order or decree restraining or enjoining the consummation respect of the transactions contemplated by this Agreement herein; or (iii) the Commissioner of Competition shall have waived the obligation to file under section 114 of the Competition Act and no cease trading or similar order the Parties shall have received a no-action letter from the Commissioner of Competition satisfactory to Marathon, acting reasonably; (iv) the approval of the NYSE with respect to any securities of any the additional listing of the parties will Purchaser Shares and the Purchaser Shares issuable on exchange of the Exchangeable Shares issuable under the terms of the Arrangement; and (v) the waiting period under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable to the transactions contemplated under the Arrangement, shall have expired or been terminated, and no objection or opposition shall have been issued filed, initiated or made during any applicable statutory or regulatory period and remain outstandingunresolved, (collectively, the “Third Party Approvals”); (h) none of all domestic and foreign statutory and regulatory waiting periods applicable to the consentstransactions contemplated by the Arrangement, ordersshall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, rulings, approvals initiated or assurances required for the implementation of the Arrangement will contain terms made during any applicable statutory or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaregulatory period; (i) there shall be no Lawsaction taken under any existing Applicable Law, nor any statute, rule, regulation or policy shall have been proposedorder which is enacted, enactedenforced, promulgated or applied which interferes issued by any Governmental Authority, that: (i) makes illegal or is inconsistent with otherwise directly or indirectly restrains, enjoins or prohibits the completion Arrangement or any other transactions contemplated herein; or (ii) results in a judgment or assessment of the Plan of Arrangement, including any material change damages directly or indirectly relating to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreementtransactions contemplated herein; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, Form S-3 shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration become effective under the U.S. Securities Act pursuant to and no stop order suspending the Section 3(a)(10) Exemption; (l) the issuance effectiveness of the securities under the Plan of Arrangement Form S-3 shall be exempt from prospectus requirements under Securities Legislation pursuant to in effect and no proceedings for such purpose shall be pending before the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsSEC; and (nk) Purchaser and Western shall be satisfied that the Subsequent Transactions (as defined in the Plan of Arrangement) will be completed immediately following the Effective Time on terms and conditions mutually acceptable to Western and Purchaser. The foregoing conditions are for the mutual benefit of Purchaser and Western and may be asserted by Purchaser and Western regardless of the circumstances and may be waived by Purchaser and Western (with respect to such Party) in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Purchaser or Western may have. If any of the foregoing conditions are not satisfied or waived, Western or Purchaser, as the case may be, may terminate this Agreement (save and except for Article 6, Section 4.4, Section 2.13 and Section 2.14 hereof which shall not have been terminated pursuant survive such termination and remain in full force and effect), provided that, prior to Section 6.2 hereofthe filing of the Articles of Arrangement for the purpose of giving effect to the Arrangement, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent. More than one such notice may be delivered by a Party.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Merger are subject to the satisfaction, or mutual waiver in writingby Pozen and Tribute, on or before the Effective Closing Date, of each of the following conditions, each of which is for the mutual benefit of the Parties and which may be waived, in whole or in part, by Pozen and Tribute at any time: (a) the Arrangement Resolution shall have been approved by the Tribute Shareholders at the Tribute Meeting in accordance with the Interim Order and applicable Laws, including, if applicable, on a “majority of the minority” basis; (b) the Pozen Stockholder Approval shall have been obtained at the Pozen Meeting in accordance with applicable Laws; (c) each of the Interim Order and Final Order shall have been granted obtained on terms consistent with this Agreement and in form and substance satisfactory to FSD Pharma each of Tribute and Celly NuPozen, each acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a any manner unacceptable to FSD Pharmaeither Tribute or Pozen, each acting reasonably, on appeal or otherwise; (d) the Form S-4 shall have been declared effective and no stop order suspending the effectiveness of the Form S-4 shall be in effect; (e) the Celly Nu Parent Shares to be issued in as Merger Consideration and the United States pursuant Arrangement Consideration shall have been approved for listing on NASDAQ, subject only to official notice of issuance and (ii) conditionally approved for listing on the TSX, subject only to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under satisfaction of the U.S. Securities Actcustomary listing conditions of the TSX; (f) all material governmentalthe conditions to closing shall have been met or waived with respect to the Parent Financing; (g) the only condition precedent to the respective obligations of the Parties to consummate the Merger which remains unsatisfied pursuant to the terms of this Agreement, court, regulatory, third party and other approvals, consents, expiry shall be the filing of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Certificate of Merger. The only condition precedent to be necessary or desirable for the respective obligations of the Parties to consummate the Arrangement which remains unsatisfied pursuant to become effective the terms of the this Agreement, shall be the filing of the Articles of Arrangement; (h) the Required Regulatory Approvals shall have been obtained or received on terms that are satisfactory concluded and shall be in full force and effect and any waiting or suspensory periods related to FSD Pharmathe Required Regulatory Approvals shall have expired or been terminated, in each case, without the imposition of any Restraint; (gi) no action will Governmental Authority of competent jurisdiction shall have been instituted enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which is in effect and be continuing on which prevents or prohibits consummation of the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to Merger and the Arrangement or any of the other transactions contemplated in this Agreement and there will not (ii) no Governmental Authority shall have instituted any Proceeding (which remains outstanding at what would otherwise be in force the Closing Date) before any order Governmental Authority of competent jurisdiction seeking to enjoin or decree restraining or enjoining the otherwise prohibit consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) there has been no material fact change in applicable Law (whether or circumstance, including the fair market value not such change in Law is yet effective) with respect to Section 7874 of the Celly Nu SharesCode (or any other U.S. tax law), shall have changed or official interpretation thereof as set forth in published guidance by the IRS (other than IRS News Releases) (whether or not such change in official interpretation is yet effective), and no ▇▇▇▇ that would implement such a manner change has been passed in identical (or substantially identical such that a conference committee is not required prior to submission of such legislation for approval or veto by the President of the United States) form by both the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such ▇▇▇▇ has not yet elapsed, in each case, that, once effective, in the opinion of nationally recognized U.S. tax counsel, would have cause Parent to be treated as a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completedUnited States domestic corporation for United States federal income tax purposes; (k) following the issuance of Merger and the securities under the Plan of Arrangement shall Arrangement, Parent should not be exempt from registration under the taxed as a U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionresident corporation; (l) Pozen shall have received from DLA Piper LLP (US), special tax advisor to Pozen, an opinion addressed to Pozen and Parent dated as of the Closing Date to the effect that Section 7874 of the Code (or any other U.S. Tax law), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance should not apply so as to cause Parent to be treated as a domestic corporation for U.S. federal income tax purposes from and after the Closing Date, provided that such opinion shall only take into account the Law in effect as of the Closing Date and, there shall have been no change in applicable Law (whether or not such change in Law is yet effective) with respect to Section 7874 of the Code (or any other U.S. Tax Law), or official interpretation thereof as set forth in published guidance by the IRS (other than News Releases) (whether or not such change in official interpretation is yet effective), and there shall have been no bills that would implement such a change passed by the United States House of Representatives and the United States Senate and for which the time period for the President of the United States to sign or veto such bills has not yet elapsed, in each case, that, once effective, in the opinion of nationally recognized U.S. tax counsel, would cause Parent to be treated as a United States domestic corporation for U.S. federal income tax purposes. In rendering such opinion, DLA Piper LLP (US) will be entitled to receive and rely upon certificates containing representations, warranties, and covenants of officers of Pozen, Tribute, and Parent, reasonably satisfactory in form and substance to such counsel and reasonably necessary to the giving of such opinion; and (m) the issuance of the securities under Parent Shares to Tribute Shareholders in exchange for their Tribute Common Shares and the Plan issuance of Arrangement Parent Options to Tribute Optionholders in exchange for their Tribute Options, all pursuant to the Arrangement, shall be exempt from prospectus the registration requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated 1933 Securities Act pursuant to Section 6.2 hereof3(a)(10) thereof and shall be exempt or qualified under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under the 1933 Securities Act and applicable state securities laws except such as may be imposed by Rule 144 under the 1933 Securities Act with respect to certain “affiliates” (as such term is defined in Rule 405 under the 1933 Securities Act) of Can Merger Sub.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Merger are subject to the satisfaction, or mutual waiver in writingby the Parties, on or before the Effective Closing Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the Purchaser and the Company at any time: (a) the Interim Order shall have Merger Resolution has been granted approved by the Company Common Stockholders and Company Preferred Stockholders at the Company Meeting, in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseapplicable Laws; (b) the Arrangement and this Agreement, with or without amendment, shall have Purchaser Meeting Resolution has been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders Purchaser Stockholders at the Purchaser Meeting, in accordance with the Interim Order and, subject applicable Laws; (c) all necessary filings pursuant to the Interim OrderHSR Act (if required) shall have been made and all applicable waiting periods thereunder shall have expired or been terminated, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesCFIUS Approval shall have been obtained; (d) the Court Form F-4 shall have determined that become effective under the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, U.S. Securities Act and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisebe the subject of any stop order; (e) the Celly Nu Purchaser Shares to be issued in issuable as Common Stock Consideration and the United States Purchaser Shares issuable upon conversion of the Purchaser Preferred Shares issuable as Preferred Stock Consideration pursuant to this Agreement shall have been (i) conditionally approved for listing and posting for trading on the Arrangement shall be issued in accordance with TSX and exempt from registration requirements under applicable exemptions from registration under (ii) approved for listing and posting for trading on the U.S. Securities ActNYSE American, subject only to satisfaction of the standard listing conditions, including notice of issuance; (f) all material governmentalthere shall be in effect no Law or Order (whether temporary, court, regulatory, third party and other approvals, consents, expiry preliminary or permanent) that has the effect of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toprohibiting the consummation of the Merger, and terminations ofno litigation instituted by any Governmental Authority seeking to prohibit the consummation of the Merger shall be pending, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma;and (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;no: (i) no Laws, regulation or policy Law shall have been proposed, enacted, promulgated issued, promulgated, enforced, made, entered, issued or applied which interferes applied; or (ii) proceeding shall have been taken, or is inconsistent with be pending or threatened under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent), that makes the Merger illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofMerger.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the ▇▇▇▇▇▇▇ Arrangement and the transactions contemplated by this Agreement, including Agreement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order ▇▇▇▇▇▇▇ Arrangement Resolution shall have been granted approved and adopted by the ▇▇▇▇▇▇▇ Shareholders at the ▇▇▇▇▇▇▇ Meeting by not less than the vote required by the ▇▇▇▇▇▇▇ Shareholder Approval in form accordance with the ▇▇▇▇▇▇▇ Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Laws; (b) the Arrangement and this Agreement, with or without amendment, Mountain Shareholder Resolution shall have been approved and adopted by the directors and, if required, Mountain Shareholders at the shareholders of Celly Nu, to Mountain Meeting by not less than the extent vote required by, and by the Mountain Shareholder Approval in accordance with applicable Laws and the constating documents of Celly NuLaws; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the ▇▇▇▇▇▇▇ Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the ▇▇▇▇▇▇▇ Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma▇▇▇▇▇▇▇ and Mountain, acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law, judgment, decision, order or decree which is then in effect and has the effect of making the ▇▇▇▇▇▇▇ Arrangement illegal or otherwise preventing or prohibiting consummation of the ▇▇▇▇▇▇▇ Arrangement; (e) the Celly Nu Shares all Regulatory Approvals shall have been obtained on terms and conditions satisfactory to be issued in the United States pursuant to the Arrangement shall be issued in accordance with each of ▇▇▇▇▇▇▇ and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActMountain, acting reasonably; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective ▇▇▇▇▇▇▇ TSXV Approval shall have been obtained or received on terms that are satisfactory to FSD Pharmaobtained; (g) no action will Mountain TSX Approval shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD PharmaMountain Nasdaq Approval shall have been obtained; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change Consideration Shares to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities be issued under the Plan of ▇▇▇▇▇▇▇ Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof; (lj) the issuance distribution of the securities under pursuant to the Plan of ▇▇▇▇▇▇▇ Arrangement shall be exempt from the prospectus requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Legislation Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control Persons or pursuant to Section 2.6 of the Section 2.11 of NI National Instrument 45-106102 - Resale of Securities); (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nk) this Agreement shall not have been terminated pursuant to Section 6.2 hereofterminated.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateDate or such other time specified herein, of each of the following conditions: (a) 6.1.1 the Interim Order shall have been granted in form and substance content satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any each of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmathe Parties, acting reasonably, on appeal or otherwise; (e) 6.1.2 the Celly Nu Shares Arrangement Resolution and the Comamtech Continuance Resolution shall have been passed at the Meeting by not less than the Required Vote; 6.1.3 the Corporation Shareholders shall have approved the Amalgamation; 6.1.4 the Final Order shall have been granted in form and content satisfactory to be issued each of the Parties, acting reasonably, and shall not have been set aside or modified in the United States pursuant a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise; 6.1.5 the Articles of Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under substance satisfactory to each of the U.S. Securities ActParties, acting reasonably, and be capable of being filed in sufficient time to ensure that the Arrangement may become effective on or prior to the Outside Date; 6.1.6 The approval by the OSC and the Minister of Finance (fOntario) of the Comamtech Continuance; 6.1.7 all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Regulatory Approvals shall have been obtained or received on terms that are satisfactory to FSD Pharmaconcluded or, in the case of waiting or suspensory periods, expired or been terminated; 6.1.8 no Governmental Entity shall have enacted, issued, promulgated, applied for (gor advised either the Corporation or Comamtech that it has determined to make such application), enforced or entered any Law (whether temporary, preliminary or permanent) no action will have been instituted and be continuing on the Effective Date for an injunction to restrainthat (i) restrains, a declaratory judgment in respect enjoins or otherwise prohibits consummation of, or damages on account of or relating to dissolves, the Arrangement and there will not be in force any order or decree restraining or enjoining the other transactions contemplated by this Agreement; 6.1.9 the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights▇▇▇▇▇▇ Transaction; and (n) 6.1.10 this Agreement shall not have been terminated pursuant terminated. The conditions in this Section 6.1 are for the mutual benefit of each of the Parties and may be asserted by each of the Parties regardless of the circumstances or may be waived by each of the Parties (each Party with respect to Section 6.2 hereofitself) in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Parties may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) on or prior to the Outside Date, the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of the Trust, True and Celly NuShellbridge, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of Shellbridge, the PartiesTrust and True, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved passed by the directors and, if required, the shareholders holders of Celly Nu, Shellbridge Shares on or prior to the extent required byOutside Date, in form and substance satisfactory to each of the Trust, True and Shellbridge, acting reasonably, duly approving the Arrangement in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with on or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject prior to the Interim OrderOutside Date, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmathe Trust, True and Shellbridge, acting reasonably; (d) the Articles of Arrangement filed with the Registrar in accordance with the Arrangement shall not have been set aside or modified be in a manner unacceptable form and substance satisfactory to FSD Pharmaeach of the Trust, on appeal or otherwiseTrue and Shellbridge, acting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant Arrangement shall have become effective on or prior to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActOutside Date; (f) all material governmental, court, required regulatory, governmental and third party and other approvals, consents, expiry waivers and consents in respect of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the completion of the Arrangement to become effective shall have been obtained or received on terms that are and conditions, satisfactory to FSD Pharmathe Trust, True and Shellbridge, each acting reasonably, including, without limitation, conditional approval for listing of the Trust Units issuable pursuant to the Arrangement, and all applicable statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory regulatory period; (g) no action will have been instituted and be continuing on receipt of the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account consent of or relating True’s bankers to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of thereof on a basis acceptable to the transactions contemplated by this Agreement Trust, True and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingShellbridge, each acting reasonably; (h) none of the consentsno material action or proceeding shall be pending or threatened by any person, orderscompany, rulingsfirm, approvals governmental authority, regulatory body or assurances required for the implementation of the Arrangement will contain terms agency and there shall be no action taken under any existing applicable law or conditions regulation, nor any statute, rule, regulation or require undertakings order which is enacted, enforced, promulgated or security deemed unsatisfactory issued by any court, department, commission, board, regulatory body, government or unacceptable by FSD Pharma;governmental authority or similar agency, domestic or foreign, that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposed, enacted, promulgated prohibits the Arrangement or applied which interferes any other transactions contemplated herein; or (ii) results in a judgment or is inconsistent with assessment of material damages directly or indirectly relating to the completion transactions contemplated herein. The foregoing conditions are for the mutual benefit of Shellbridge and True and may be asserted by Shellbridge and True regardless of the Plan of Arrangement, including any material change to the Tax Act circumstances and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out may be waived by Shellbridge and True in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharestheir sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which Shellbridge or True may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditions precedent, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order approval of the Target Shareholders to the Private Placement and Change of Management, if required, (in each case as may be required by the TSXV and the CSE) shall have been granted in form obtained, unless the TSXV and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not the CSE have been set aside or modified in a manner unacceptable to any waived the requirement for Target Shareholder approval of the Parties, acting reasonably, on appeal or otherwisePrivate Placement and Change of Management; (b) the Arrangement TSXV and this Agreement, with or without amendment, the CSE shall have been conditionally approved by the directors and, if required, completion of the shareholders Private Placement and the Change of Celly Nu, Management on terms and conditions satisfactory to the extent required byInitial Investor Group and Target, and in accordance with applicable Laws and the constating documents of Celly Nueach acting reasonably; (c) the Arrangement Resolution, with or without amendment, there shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restraintaken under Applicable Laws, a declaratory judgment in respect ofnor any statute, rule, regulation or damages on account of order which is enacted, enforced, promulgated or relating to the Arrangement and there will not be in force issued by any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consentsGovernmental Entity, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposedprohibits the transactions contemplated herein; or (ii) results in a judgement preventing, enactedor assessment of material damages directly or indirectly relating to, promulgated or applied which interferes or is inconsistent with the completion transactions contemplated herein. The foregoing conditions are for the mutual benefit of the Plan of ArrangementInitial Investor Group, including any material change to on the Tax Act one hand, and Target, on the other relevant income tax Laws of Canada or the Province of Ontariohand, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value and may be asserted by either of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma Initial Investor Group or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance Target regardless of the securities under circumstances and may be waived by the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant Initial Investor Group or Target (with respect to the Section 3(a)(10itself) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesin their sole discretion, in the aggregatewhole or in part, andat any time and from time to time without prejudice to any other rights which such Party may have, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant subject to Section 6.2 hereof7.1.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingby the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Parties at any time: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the The Arrangement and this Agreement, with or without amendment, Resolution shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders adopted at the Meeting, Company Meeting in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;. (db) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders The Interim Order and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaany Party, acting reasonably, on appeal or otherwise;. (ec) the Celly Nu Shares The Articles of Arrangement to be issued in the United States pursuant sent to the Arrangement shall be issued Director under the OBCA in accordance with this Agreement shall be in a form and exempt from registration requirements under applicable exemptions from registration under content satisfactory to the U.S. Securities Act;Parties, each acting reasonably. (fd) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective No Governmental Entity shall have been obtained enacted, issued, promulgated, enforced or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted entered any Law which is then in effect and be continuing on has the Effective Date for an injunction to restraineffect of making the execution, a declaratory judgment in respect of, delivery or damages on account performance of this Agreement illegal or relating to the Arrangement and there will not be in force any order otherwise preventing or decree restraining or enjoining prohibiting the consummation of the transactions contemplated by this Agreement Agreement. (e) No legal or regulatory action or proceeding shall have been commenced by any person that would reasonably be expected to enjoin, restrict or prohibit the transactions contemplated by this Agreement. (f) The Stock Exchange Approval shall be in force and no cease trading or similar order with shall not have been modified in any material respect to any securities without the consent of the Parties. (g) Canopy Growth and the Company shall have executed and delivered a mutual release, substantially in the form attached hereto as Schedule C, releasing each other of any of and all claims in connection with the parties will have been issued and remain outstanding;Trademark License. (h) none CRC and Tweed NB shall have executed and delivered a mutual release, substantially in the form attached hereto as Schedule D, releasing each other of any and all claims in connection with the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;Tweed NB Agreement. (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this This Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, fulfilment of the following conditionsconditions at or prior to the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties: (a) the Court shall have granted the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma enCore and Celly NuAzarga, acting reasonably, and such order the Interim Order shall not have been set aside or modified in a manner unacceptable to any of the PartiesenCore or Azarga, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Azarga Shareholders shall have been approved by the directors and, if required, Arrangement Resolution at the shareholders of Celly Nu, to the extent required by, and Azarga Meeting in accordance with applicable Laws the Interim Order, the articles and by-laws of Azarga and any Applicable Laws, and the constating documents of Celly NuArrangement Resolution shall not have been rescinded or amended in a manner unacceptable to enCore or Azarga, acting reasonably; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and granted the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaboth enCore and Azarga, acting reasonably, and shall will not have been modified or set aside or modified in a manner that is unacceptable to FSD PharmaenCore or Azarga, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order of Law or under any applicable legislation, against enCore or Azarga which shall prevent the consummation of the Arrangement; (e) there shall have been no action taken under any Applicable Law or by any Governmental Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Celly Nu completion of the Arrangement; (f) the TSXV shall have conditionally approved the listing thereon of the enCore Shares to be issued to Azarga Shareholders pursuant to the Arrangement and the enCore Shares issuable pursuant to the Replacement Options and Azarga Warrants, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably; (g) any approval from the TSX which is required to complete the Arrangement or the other transactions contemplated herein shall have been obtained, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably; (h) each of the Key Third Party Consents shall have been obtained and remain in force, and for the avoidance of doubt, the Parties agree that, as of the date of this Agreement, all Key Third Party Consents have been obtained and remain in full force; (i) the distribution of the Consideration Securities pursuant to the Arrangement shall (i) be exempt from registration and prospectus requirements of applicable Canadian Securities Laws, and (ii) except with respect to persons deemed to be “control persons” of enCore or the equivalent under Canadian Securities Laws, the enCore Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian Securities Laws; and (j) the distribution of the Consideration Securities pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act and, except with respect to persons who are “affiliates” (as that term is used in the U.S. Securities Act) of enCore, the enCore Shares to be issued in the United States pursuant to the Arrangement shall not be issued in accordance with and exempt from registration requirements under applicable exemptions from registration subject to resale restrictions under the U.S. Securities Act; (fLaws; provided, however, that Azarga shall not be entitled to rely on the provisions of this Subsection 6.1(j) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma in failing to be necessary or desirable for consummate the Arrangement in the event that ▇▇▇▇▇▇ fails to become effective shall have been obtained or received on advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemption, that are satisfactory to FSD Pharma; (g) no action enCore will have been instituted and be continuing rely on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages foregoing exemption based on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation Court’s approval of the Arrangement will contain terms or (including the fairness thereof). The conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with precedent in this Section 6.1 are for the completion mutual benefit of the Plan of Arrangement, including any material change to the Tax Act Parties and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall may be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shareswaived, in the aggregatewhole or in part, andat any time if waived by both Parties, for greater certainty, disregarding the number of votes attached such waiver being without prejudice to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofany other rights that each Party may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver in writingby the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Purchaser and the Company at any time: (a) the Arrangement Resolution will have been approved by the Nomad Shareholders at the Nomad Meeting in accordance with the Interim Order shall and applicable Laws; (b) the Purchaser Shareholder Resolution will have been granted approved by the Purchaser Shareholders at the Purchaser Meeting in accordance with applicable Laws; (c) each of the Interim Order and Final Order will have been obtained in form and substance satisfactory to FSD Pharma each of the Company and Celly Nuthe Purchaser, each acting reasonably, and such order shall will not have been set aside or modified in a any manner unacceptable to any of either the PartiesCompany or the Purchaser, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall Transaction Regulatory Approvals will have been granted obtained and be in the form full force and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseeffect; (e) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceedings will otherwise have been threatened or taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Celly Nu Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement or could reasonably be expected to do so; (f) the Consideration Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and (i) exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and pursuant to exemptions from applicable state securities laws, (ii) shall be freely transferable under applicable exemptions from registration U.S. Securities Laws (other than as applicable to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates” of Purchaser, as such term is defined in Rule 144 under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to), and terminations of, agreements, indentures and arrangements considered (iii) shall be registered to the extent required by FSD Pharma to be necessary or desirable for Section 12(g) of the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD PharmaU.S. Exchange Act; (g) no action will have been instituted and the Replacement Options to be continuing on the Effective Date issued to Nomad Optionholders in exchange for an injunction their Nomad Options pursuant to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to in reliance upon the exemption under Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under U.S. Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsAct; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order Tahoe Resolution shall have been granted approved and adopted by the Tahoe Shareholders at the Tahoe Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, Pan American Resolutions shall have been approved and adopted by the directors and, if required, Pan American Shareholders at the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuPan American Meeting; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaTahoe and Pan American, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other restraining order, judgment or decree against Pan American or Tahoe which shall prevent the consummation of the Arrangement; (e) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the Celly Nu force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) makes consummation of the Arrangement illegal, (ii) enjoins or prohibits the Plan of Arrangement or the transactions contemplated by this Agreement, or (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (f) the Pan American Shares and the CVRs to be issued to Tahoe Shareholders in the United States exchange for their Tahoe Shares pursuant to the Plan of Arrangement shall be issued in accordance with and (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption, (ii) shall be freely transferable under applicable exemptions from registration U.S. Securities Laws (other than as applicable to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to), and terminations of(iii) shall be registered to the extent required by Section 12(g) of the U.S. Exchange Act; provided, agreementshowever, indentures and arrangements considered by FSD Pharma that Tahoe shall not be entitled to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing rely on the Effective Date for an injunction provisions of this Section 6.1(f) in failing to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of complete the transactions contemplated by this Agreement and no cease trading or similar order with in the event that Tahoe fails to advise the Court prior to the hearing in respect to any securities of any of the parties Final Order, as required by the terms of the Section 3(a)(10) Exemption, that Pan American will have been issued rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement and remain outstandingcomply with the requirements set forth in Section 2.3; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (kg) the issuance of the securities under Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to in reliance upon the Section 3(a)(10) Exemption; (lh) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106Canadian Competition Approval; (mi) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, Key Regulatory Approvals shall have exercised their Dissent Rights; andbeen obtained; (nj) this Agreement shall not have been terminated in accordance with its terms; and (k) the distribution of the Pan American Shares and CVRs (and the Pan American Shares issuable pursuant to Section 6.2 hereofthe CVRs) pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities).

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete consummate the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions: (a) the Interim Order Redfall Private Placement shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwisecompleted; (b) the Arrangement executive employment agreements for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and this Agreement▇▇▇▇ Read, with or without amendmentas first officers of Amalco, shall have been approved entered into prior to or on Closing, on substantially the terms disclosed by the directors and, if required, the shareholders of Celly Nu, Redfall to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuSouthtech; (c) the Arrangement Resolution, with or without amendment, Amalgamation shall have been approved by the required number majority of the votes cast of the shareholders of each of Redfall and Southtech who, being entitled to do so, vote in person or by FSD Pharma Securityholders proxy at the Meeting, Redfall Meeting or Southtech Meeting in accordance with the Interim Order and, subject to provisions of the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesABCA; (d) the Court TSXV shall have determined that conditionally approved the terms Amalgamation as Southtech’s Qualifying Transaction and conditions the Amalco Shares to be issued upon the completion of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Amalgamation and the Final Order Amalco Shares to be issued upon the exercise of the Amalco Convertible Securities shall have been granted in conditionally approved for listing by the form and substance satisfactory TSXV, subject to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseAmalco fulfilling the TSXV’s listing requirements; (e) each of the Celly Nu Shares to be issued in Redfall Shareholders and the United States pursuant to the Arrangement Southtech Shareholders shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave duly approved a stock option plan for Amalco; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingAgreement; (hg) none of the all consents, ordersorders and approvals, rulingsincluding, approvals without limitation, regulatory approvals, required or assurances required necessary or desirable for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out transactions provided for in this Agreement; (j) no material fact Agreement shall have been obtained or circumstancereceived from the persons, including authorities or bodies having jurisdiction in the fair market value circumstances, all on terms satisfactory to each of the Celly Nu Sharesparties hereto, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsacting reasonably; and (nh) this Agreement shall not have been terminated pursuant to in accordance with Section 6.2 hereof7.2 of this Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto US Gold and Minera Andes to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the fulfillment or satisfaction, or mutual waiver in writing, on or before the Effective Date, of each of the following conditions, any of which may be waived by the mutual written consent of US Gold and Minera Andes without prejudice to their right to rely on any other condition: (a) the Interim Order shall have been granted in form consistent with the Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesUS Gold or Minera Andes, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, US Gold Resolution shall have been approved by the directors and, if required, requisite number of votes cast by the shareholders of Celly Nu, to US Gold Shareholders at the extent required by, and US Gold Meeting in accordance with any applicable Laws Law, including MI 61-101 and the constating documents rules of Celly Nuthe TSX and the NYSE with respect to the issuance of Exchangeable Shares and US Gold Shares; (c) the Arrangement Resolution, with or without amendment, Resolution shall have been approved by the required requisite number of votes cast by FSD Pharma Securityholders the Minera Andes Shareholders at the Meeting, Minera Andes Meeting in accordance with the provisions of the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesLaw, including MI 61-101; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, US Gold and Minera Andes acting reasonably and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares Articles of Arrangement and all necessary related documents, in form and substance satisfactory to be issued in US Gold and Minera Andes acting reasonably, shall have been accepted for filing together with the United States pursuant to the Arrangement shall be issued Final Order in accordance with and exempt from registration requirements under applicable exemptions from registration under section 193 of the U.S. Securities ActABCA; (f) all material governmentalno order, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary decree or desirable for the Arrangement to become effective judgement shall have been obtained issued, no Law shall have been enacted and there shall have been no action taken under applicable Law, in any such case that makes illegal or received on terms that are satisfactory to FSD Pharmaotherwise restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; (g) no action will the TSX and the NYSE shall have been instituted approved the listing and posting for trading of the US Gold Shares issuable on exchange of the Exchangeable Shares to be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating issued pursuant to the Arrangement and there will the exercise of the Minera Andes Options for US Gold Shares, and the TSX shall have approved the listing and posting for trading of the Exchangeable Shares to be issued pursuant to the Arrangement, subject only to the filing of required documents which cannot be filed prior to the Effective Date, such that such US Gold Shares will be listed and posted for trading on the TSX and NYSE and the Exchangeable Shares will be listed and posted for trading on the TSX, in force any order or decree restraining or enjoining each case within three Business Days after the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingEffective Date; (h) none no material proceeding by a Governmental Entity shall be pending: (i) seeking to prohibit or limit in any material respect US Gold's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Minera Andes or any of its material Subsidiaries or Entity Joint Ventures; (ii) which would materially and adversely affect the consentsright of Minera Andes and its Subsidiaries and Entity Joint Ventures, orderstaken as a whole, rulings, approvals to own their material assets or assurances required for the implementation operate their business; or (iii) seeking to compel US Gold or Minera Andes or any of their respective Subsidiaries to dispose of or hold separate any material assets as a result of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable the other transactions contemplated by FSD Pharmathis Agreement; (i) no Laws, regulation or policy the Registration Statement shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with cleared to go effective by the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities SEC under the Plan of Arrangement shall be exempt from registration under the U.S. Securities 1933 Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nj) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Merger are subject to the satisfaction, or mutual waiver in writingby PLx and DPRX, on or before the Effective Closing Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by PLx and DPRX at any time: (a) the Interim Order DPRX Stockholder Approval (other than the stockholder approval of the Reverse Stock Split) shall have been granted obtained at the DPRX Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseaccordance with applicable Laws; (b) the Arrangement and this Agreement, with or without amendment, PLx Stockholder Approval shall have been approved by obtained at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and PLx Meeting in accordance with applicable Laws and the constating documents of Celly NuLaws; (c) the Arrangement Resolution, with or without amendment, Form S-4 shall have been approved by declared effective and no stop order suspending the required number effectiveness of votes cast by FSD Pharma Securityholders at the Meeting, Form S-4 shall be in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritieseffect; (d) the Court shall have determined that the terms DPRX Shares (i) to be issued as Merger Consideration, and conditions (ii) issuable on exercise of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Replacement PLx Options shall have been granted in the form and substance satisfactory approved for listing on NASDAQ, subject only to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseofficial notice of issuance; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement no applicable Law or Order shall be issued and remain in accordance with effect which imposes, and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Actno suit, action, claim, proceeding or investigation shall be pending or threatened by any Governmental Authority which seeks to impose, any material limitations on DPRX’s ownership of PLx or any Subsidiary of PLx or any requirement that PLx, AcquireCo or DPRX or any of their respective Subsidiaries agree to or implement any Restraint; (f) all material governmentalNo temporary restraining order, court, regulatory, third party and preliminary or permanent injunction or other approvals, consents, expiry order preventing the consummation of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Merger shall have been obtained issued by any court of competent jurisdiction or received on terms that are satisfactory to FSD Pharma;other Governmental Authority and remain in effect, and there shall not be any Law which has the effect of making the consummation of the Merger illegal; and (g) no action will have been instituted and There shall not be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect ofany Legal Proceeding pending, or damages on account overtly threatened in writing, by an official of a Governmental Authority in which such Governmental Authority indicates that it intends to conduct any Legal Proceeding or relating taking any other action: (a) challenging or seeking to the Arrangement and there will not be in force any order restrain or decree restraining or enjoining prohibit the consummation of the transactions contemplated by this Agreement Merger; (b) relating to the Merger and no cease trading seeking to obtain from DPRX, AcquireCo or similar order PLx any damages or other relief that may be material to DPRX or PLx; or (c) seeking to prohibit or limit in any material and adverse respect a Party’s ability to vote, transfer, receive dividends with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent otherwise exercise ownership rights with the completion of the Plan of Arrangement, including any material change respect to the Tax Act and other relevant income tax Laws stock of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofDPRX.

Mutual Conditions Precedent. The respective obligation obligations of the parties each party hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions, any of which (other than (c) may be waived by any party hereto in whole or in part: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementArrangement, with or without amendment, shall have been approved at the Meeting and by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, Original Copper Mountain Security holders in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (db) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Interim Order and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD Pharma, the Corporation and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseCopper Mountain acting reasonably; (ec) the Celly Nu CDNX shall have approved the listing thereon of the New Skyline Common Shares and New Copper Mountain Common Shares to be issued in connection with the United States pursuant Arrangement, on or before the Effective Date or as soon as practicable thereafter, subject to compliance with the Arrangement shall be issued in accordance with and exempt from registration usual requirements under applicable exemptions from registration under the U.S. Securities Actof such exchange; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (gd) no action will shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, of or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will Corporation, New Skyline or Copper Mountain shall have been issued and remain outstanding; (he) any orders and rulings from the British Columbia Securities Commission and securities regulatory authorities in each of the Provinces of Canada necessary to permit the securities to be issued without a prospectus pursuant to the Arrangement and to permit the New Skyline Common Shares and the New Copper Mountain Common Shares to be freely tradeable from the Effective Date in each of the provinces of British Columbia, Alberta and Ontario shall have been, obtained, each such order and ruling being in form and substance acceptable to the Corporation and Copper Mountain; (f) all material regulatory requirements shall have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement or contemplated by the Circular shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (g) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmathe Corporation, New Skyline or Copper Mountain acting reasonably; (h) the Corporation shall have obtained opinions for Copper Mountain in form satisfactory to the Corporation, acting reasonably or other evidence satisfactory to it, as to the Chinese Properties and the holding thereof by Copper Mountain and its subsidiaries; (i) the Technical Services Agreement and the confirmation agreement with respect to the Skyline Options will be entered into concurrently with the Arrangement being completed; (j) the representations and warranties of each of the respective parties set out in this Agreement will be true and correct on and as of the Effective Date as if made on and as of that date, except as affected by transactions contemplated or permitted by this Agreement, and except for any failures or breaches of representations and warranties which would not have a material adverse effect on that party or materially impede the completion of the Arrangement or the other transactions contemplated in this Agreement; (k) from the date hereof up to and including the Effective Date, there will have occurred no Lawsmaterial adverse change nor will any change of law have occurred has or will have a material adverse effect on either the Corporation or Copper Mountain as determined by the other acting reasonably. (l) no act, regulation action, suit or policy proceeding shall have been taken before or by any government entity or agency or by any elected or appointed public official or private person, in Canada or elsewhere, whether or not having the force of law, or no law, shall have been proposed, enacted, promulgated or applied which interferes applied; (i) to cease trade, enjoin, prohibit or is inconsistent with impose material limitations or conditions on the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada Arrangement or the Province of Ontariotransactions contemplated thereby; (ii) which has resulted in, which or if the Arrangement was contemplated, would have result in a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant change with respect to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma SharesCorporation or Copper Mountain. provided that, in the aggregatejudgment of the other, andacting reasonably, for greater certainty, disregarding there is a reasonable risk that the number circumstances referred to above would result in the occurrence of votes attached any of the consequences referred to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsin (i) or (ii) above; and (nm) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 5.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be herein are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, fulfilment of the following conditionsconditions at or prior to the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties: (a) the Court shall have granted the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma enCore and Celly NuAzarga, acting reasonably, and such order the Interim Order shall not have been set aside or modified in a manner unacceptable to any of the PartiesenCore or Azarga, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Azarga Shareholders shall have been approved by the directors and, if required, Arrangement Resolution at the shareholders of Celly Nu, to the extent required by, and Azarga Meeting in accordance with applicable Laws the Interim Order, the articles and by-laws of Azarga and any Applicable Laws, and the constating documents of Celly NuArrangement Resolution shall not have been rescinded or amended in a manner unacceptable to enCore or Azarga, acting reasonably; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and granted the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaboth enCore and Azarga, acting reasonably, and shall will not have been modified or set aside or modified in a manner that is unacceptable to FSD PharmaenCore or Azarga, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order of Law or under any applicable legislation, against enCore or Azarga which shall prevent the consummation of the Arrangement; (e) there shall have been no action taken under any Applicable Law or by any Governmental Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Celly Nu Shares to be issued in completion of the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActArrangement; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry the TSXV shall have conditionally approved the listing thereon of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the enCore Shares to be necessary or desirable for issued to Azarga Shareholders pursuant to the Arrangement and the enCore Shares issuable pursuant to become effective shall have been obtained or received on terms that the Replacement Options and Azarga Warrants, subject only to such conditions, including the filing of documentation, as are satisfactory acceptable to FSD PharmaenCore and Azarga, acting reasonably; (g) no action will have been instituted and be continuing on any approval from the Effective Date for an injunction TSX which is required to restrain, a declaratory judgment in respect of, or damages on account of or relating to complete the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the other transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy herein shall have been proposedobtained, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change subject only to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstancesuch conditions, including the fair market value filing of the Celly Nu Sharesdocumentation, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completedas are acceptable to enCore and Azarga, acting reasonably; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted at the European Goldfields Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaEuropean Goldfields and Eldorado, acting reasonably, on appeal or otherwise; (c) Eldorado Shareholder Approval shall have been obtained; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (e) the Celly Nu Eldorado Shares and Replacement Options to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; either be: (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemptionthereof; or (ii) be registered pursuant to an effective registration statement under the U.S. Securities Act; provided, however, that European Goldfields shall not be entitled to the benefit of the condition in this Subsection 6.1(e), and shall be deemed to have waived such condition, in the event that European Goldfields fails to advise the Court prior to the hearing in respect of the Final Order that Eldorado intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.13; (lf) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesif applicable, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, any Foreign Antitrust Clearance shall have exercised their Dissent Rightsbeen obtained on terms acceptable to each of Eldorado and European Goldfields, acting reasonably; and (ng) this Agreement there shall not have been terminated pursuant be no suit, action or proceeding by any Governmental Entity or any other Person that has resulted in an imposition of material limitations on the ability of Eldorado to Section 6.2 hereofacquire or hold, or exercise full rights of ownership of, any European Goldfields Shares, including the right to vote the European Goldfields Shares to be acquired by it on all matters properly presented to the European Goldfields Shareholders.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, satisfaction or mutual waiver in writingby the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Purchaser and the Company at any time: (a) the Arrangement Resolution will have been approved by the Company Shareholders at the Company Meeting in accordance with the Interim Order shall and applicable Laws; (b) each of the Interim Order and Final Order will have been granted obtained in form and substance satisfactory to FSD Pharma each of the Company and Celly Nuthe Purchaser, each acting reasonably, and such order shall will not have been set aside or modified in a any manner unacceptable to any of either the PartiesCompany or the Purchaser, each acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolutionnecessary conditional approvals of the TSXV or authorization of NYSE American, with or without amendmentas applicable, shall will have been approved by obtained, including in respect of the required number listing and posting for trading of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesConsideration Shares thereon; (d) no Law will have been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding will otherwise have been taken or threatened under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) to make the Court shall have determined that the terms and conditions Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement are procedurally and substantively fair or threatens to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisedo so; (e) the Celly Nu Consideration Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under of the U.S. Securities ActAct pursuant to Section 3(a)(10) thereof and applicable securities laws of any state of the United States, provided, however, that the Company shall be not entitled to the benefit of the conditions in this Section 7.1(e), and shall be deemed to have waived such condition in the event that the Company fails to advise the Court prior to the hearing in respect of the Interim Order that the Purchaser intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court's approval of the Arrangement and comply with the requirements set forth in Section 2.12 and the Final Order shall reflect such reliance; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma the Replacement Options to be necessary or desirable for the Arrangement issued to become effective shall have been obtained or received on terms that are satisfactory holders of Company Options pursuant to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to in reliance on the exemption in Section 3(a)(10) Exemption; (l) thereof, it being understood that the issuance underlying Purchaser Shares issuable upon the exercise of the securities under Replacement Options, if any, cannot be issued in the Plan United States or to a person in the United States in reliance on the exemption provided by Section 3(a)(10) of Arrangement shall the U.S. Securities Act and the Replacement Options may be exempt from prospectus requirements under Securities Legislation exercised only pursuant to an effective registration statement or pursuant to a then available exemption from the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% registration requirements of the FSD Pharma SharesU.S. Securities Act and applicable securities laws of any state of the United States, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsif any; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofin accordance with its terms.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including Merger are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsparties: (a) the Interim Order Merger shall have been granted in form approved and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any adopted by the requisite affirmative vote of the Parties, acting reasonably, on appeal or otherwiseshareholders of Bullion in accordance with the Utah Act and Bullion’s organizational documents; (b) if required by an Applicable Exchange or if required under applicable Law, the Arrangement and transactions contemplated under this Agreement, with or without amendment, Agreement shall have been approved and adopted by the directors and, if required, requisite affirmative vote of the shareholders of Celly Nu, to the extent required by, and Eurasian in accordance with applicable Laws the BC Act and the constating documents of Celly NuEurasian’s organizational documents; (c) the Arrangement ResolutionEurasian Shares to be issued in connection with the Merger (including, with or without amendmentfor greater certainty, the Eurasian Shares issuable upon exercise of the Substitute Warrants) shall have been approved by authorized for listing on the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesApplicable Exchange(s); (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Registration Statement shall have been granted in declared effective by the form SEC under the Securities Act and substance satisfactory to FSD Pharma, and no stop order suspending the effectiveness of the Registration Statement shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseissued by the SEC and no proceeding for that purpose shall have been initiated by the SEC; (e) the Celly Nu Shares to be issued in the United States pursuant receipt of all other required consents and approvals to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act;Merger; and (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry no provision of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toany applicable Law shall be in effect, and terminations ofno judgment, agreementsinjunction, indentures and arrangements considered by FSD Pharma to be necessary order or desirable for the Arrangement to become effective decree shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted entered since the date of this Agreement and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not shall be in force any order effect, that makes the Merger illegal or decree restraining otherwise restrains, enjoins or enjoining otherwise prohibits the consummation of the transactions contemplated by this Agreement and no cease trading Merger, except where the violation of such Law, judgment, injunction, order or similar order with respect to any securities of any of decree that would occur if the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which Merger were consummated would not have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact Bullion Material Adverse Effect or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofEurasian Material Adverse Effect.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Genterra and CMI to complete the transactions contemplated by this Agreement, including Agreement and to file the Arrangement and Articles of Amalgamation for acceptance by the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Registrar to give effect to the Arrangement Amalgamation shall be subject to the satisfaction, satisfaction of each of the following conditions at or mutual waiver in writing, on or before prior to the Effective Date, of the following conditions:; (a) the Interim Order CMI Amalgamation Resolution shall have been granted approved at the CMI Meeting by the requisite number of votes cast by Holders of CMI Shares, in form accordance with applicable Laws and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwisethis Agreement; (b) the Arrangement and this Agreement, with or without amendment, Genterra Amalgamation Resolution shall have been approved at the Genterra Meeting by the directors and, if required, the shareholders requisite number of Celly Nu, to the extent required by, and votes cast by Holders of Genterra Shares in accordance with applicable Laws and the constating documents of Celly Nuthis Agreement; (c) the Arrangement Resolution, with TSX or without amendment, the TSXV shall have been conditionally approved by the required number listing thereon of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject Amalco Shares (i) to be issued pursuant to the Interim Order, Amalgamation as of the constating documents of FSD Pharma, applicable Laws Effective Date; and (ii) issuable pursuant to the requirements of any applicable regulatory authoritiesAmalco Option Plan; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Appropriate Regulatory Approvals shall have been obtained or received from the Persons having jurisdiction in the circumstances, and all other applicable regulatory requirements and conditions, including but not limited to preparation and delivery of formal valuations of each of CMI and Genterra, shall have been complied with, the failure to obtain which would, individually or in the aggregate, have a Material Adverse Effect on terms that are satisfactory to FSD PharmaGenterra, CMI or Amalco after the Effective Time; (ge) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by under this Agreement and there shall be no cease trading proceeding, whether of a judicial or similar administrative nature or otherwise, in progress that relates to or results from the transactions contemplated under this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will have been issued transactions contemplated under this Agreement in accordance with the terms and remain outstandingconditions hereof or thereof; (hf) there shall not exist any prohibition at Law against the completion of the Amalgamation; (g) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the parties hereto acting reasonably; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nh) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 8; and. (i) no holder of CMI Shares shall have exercised CMI Dissent Rights and no holder of Genterra Shares shall have exercised Genterra Dissent Rights. The above conditions are for the mutual benefit of Genterra and CMI and may be waived in writing, in whole or in part, by Genterra and CMI at any time.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order and the Final Order shall each have been granted obtained on terms consistent with this Agreement, in form and substance satisfactory to FSD Pharma each of Karora and Celly NuWestgold, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaKarora or Westgold, acting reasonably, on appeal or otherwise; (eb) the Celly Nu Shares to be issued in Karora Shareholder Approval shall have been obtained at the United States pursuant to the Arrangement shall be issued Karora Meeting in accordance with the Interim Order; (c) Westgold Shareholder Approval, if, and exempt from registration requirements to the extent, required by the ASX, shall have been obtained at the Westgold Meeting; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable exemptions legislation, against Westgold or Karora which prevents the consummation of the Arrangement; (e) no Proceeding shall be pending or threatened by any Governmental Entity in any jurisdiction that is reasonably likely to (i) cease trade, enjoin, prohibit, or impose any limitations, damages, or conditions on Westgold’s ability to acquire, hold, or exercise full rights of ownership over any Karora Shares, including the right to vote the Karora Shares, or (ii) prohibit or enjoin Karora or Westgold from registration under consummating the U.S. Securities ActArrangement; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry no person shall have filed any notice of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toappeal of the Final Order, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective no person shall have been obtained communicated to Karora or received Westgold (orally or in writing) any intention to appeal the Final Order which, in the reasonable opinion of Karora or ▇▇▇▇▇▇▇▇ (on terms that are satisfactory the advice of outside legal counsel), would make it inadvisable to FSD Pharmaproceed with the implementation of the Arrangement; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated in accordance with its terms; (h) the distribution of the securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Westgold Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale or on-sale restrictions or disclosure obligations under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 6.2 hereof2.6 of National Instrument 45-102 – Resale of Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities Laws is not granted by the securities regulatory authorities of Australia, Westgold shall have filed a prospectus in connection with the issuance of the Westgold Shares to be issued pursuant to the Arrangement; (i) conditional approval (or equivalent approval) of the listing or official quotation of the Westgold Shares issuable pursuant to the Arrangement on the ASX and on the TSX shall have been obtained by Westgold; (j) FIRB Approval shall have been obtained by Westgold; and (k) the distribution of the Share Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the Amalgamation are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) the Jetlines Amalgamation Resolution shall have been approved and adopted by the Jetlines Shareholders at the Jetlines Meeting on or before the Meeting Deadline; (b) the Jet Transaction Resolution shall have been approved and adopted by the Jet Shareholders at the Jet Meeting on or before the Meeting Deadline; (c) the Continuance shall have been effected; (d) the Consolidation shall have been effected; (e) the Articles of Amalgamation filed with the Directors shall be in form and substance satisfactory to each of the Parties, acting reasonable; (f) the TSXV Approval shall have been received; (g) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Amalgamation illegal or otherwise preventing or prohibiting consummation of the Amalgamation; (h) all Regulatory Approvals shall have been obtained on terms and conditions satisfactory to each of Jetlines and Jet, acting reasonably; (i) such escrow agreements as may be required by the TSXV shall have been entered into; (j) either: (i) the Financing shall have been completed; or (ii) all conditions to completion of the Financing shall have been satisfied or waived other than a condition to the Financing requiring completion of the Amalgamation; (k) the Jet Debt Settlement shall have occurred; (l) the New King & Bay West Agreement shall have been entered into; (m) each employee of Jetlines and Jet shall have executed a waiver of any change of control payments that he may be entitled to under the terms of his employment agreement as a result of the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement there shall not have been terminated pursuant be pending or threatened in writing any suit, action or proceeding by any Governmental Entity or any other Person that is reasonably likely to Section 6.2 hereofresult in a: (i) prohibition or restriction on the consummation of Amalgamation or a Person obtaining from Jetlines, Jet Subco or Jet any material damages directly or indirectly in connection with the Amalgamation; or (ii) prohibition or material limit on the ownership by Jet of Jetlines or any material portion of its business.

Mutual Conditions Precedent. The Subject to Section 5.4, the respective obligation obligations of ATCOR and the parties hereto Principal Shareholders and Forest to complete the transactions contemplated by this Agreement, including the Arrangement Section 2.1 and the obligation of each ATCOR to file articles of FSD Pharma and Celly Nu to take such other action as is necessary or desirable Amalgamation to give effect to the Arrangement Amalgamation, except that the condition specified in paragraph (i) below shall not apply to ATCOR's obligation to file Articles of Amalgamation, shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditions, any of which may be waived in whole or in part, by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order Amalgamation shall have been granted in form received the affirmative vote of not less than 66 2/3% of the votes cast by the holders of each of the Class A Shares and substance satisfactory to FSD Pharma and Celly Nu, acting reasonablythe Class B Shares, and such order shall not have been set aside or modified in a manner unacceptable to any by the holders of the Parties, acting reasonably, on appeal or otherwiseall ATCOR Shares; (b) all other consents, orders and approvals necessary or that ATCOR and Forest agree are appropriate for the Arrangement completion of the Amalgamation, the Acquisition and this Agreement, with or without amendment, the Ancillary Transactions shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuobtained; (c) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement ResolutionAmalgamation, with the Acquisition or without amendmentthe Ancillary Transactions, shall where the failure to complete such transactions would have been approved by a material adverse effect on the required number completion of votes cast by FSD Pharma Securityholders at the MeetingAmalgamation, the Acquisition or the Ancillary Transactions; (ii) results in accordance with the Interim Order anda judgement or assessment of material damages, subject directly or indirectly, relating to the Interim Order, transactions contemplated herein; or (iii) imposes or confirms material limitations on the constating documents ability of FSD Pharma, applicable Laws and Forest to effectively exercise full rights of ownership of the requirements shares of any applicable regulatory authoritiesAmalco to be acquired by Forest pursuant to the Acquisition; (d) there shall not be in force any law, order or decree making illegal, restraining or enjoining the Court shall have determined that the terms and conditions completion of the Arrangement are procedurally and substantively fair Amalgamation, Acquisition or Ancillary Transactions or which enables any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, as a result of the transactions contemplated herein, to: (i) prohibit Forest or any of its Subsidiaries or ATCOR or any of its Subsidiaries from owning or operating all or any portion of their respective businesses or assets; or (ii) compel Forest or any of its Subsidiaries or ATCOR or any of its Subsidiaries to dispose of or hold separately all or any portion of their respective businesses or assets or the ATCOR Shares or shares of Amalco to be acquired by Forest pursuant to the FSD Pharma Securityholders Acquisition; if such prohibition or compulsion could have a material adverse effect on Forest and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaits Subsidiaries (including Amalco), on appeal or otherwisea consolidated basis, after completion of the Acquisition; (e) ATCOR and the Celly Nu Shares other parties thereto shall have entered into the Sale Documents in a form satisfactory to be issued in the United States pursuant to the Arrangement shall be issued in accordance with ATCOR and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActForest; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory filed notification and report forms to FSD Pharmathe extent required under the INVESTMENT CANADA ACT and the COMPETITION ACT and there shall be no legal impediment under such Acts to the transactions contemplated hereby; (g) no action will an Approval of the Alberta Energy and Utilities Board shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating obtained pursuant to the Arrangement PUBLIC UTILITIES BOARD ACT and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingGAS UTILITIES ACT; (h) none of the consents, orders, rulings, orders or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma;ATCOR or Forest, acting reasonably; and (i) no Laws, regulation or policy the Amalgamation shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived, in whole or in part, with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted duly approved by Yamana Shareholders at the Yamana Meeting in form accordance with the Interim Order and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseapplicable Law; (b) the Arrangement and this Agreement, with or without amendment, Pan American Resolution shall have been duly approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Pan American Meeting in accordance with applicable Laws and the constating documents of Celly NuLaw; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained on terms consistent with this Agreement and in the form and substance satisfactory acceptable to FSD Pharmaeach of Pan American, Agnico and Yamana, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaPan American, Agnico or Yamana, each acting reasonably, on appeal or otherwise; (d) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, including, for certainty, the transactions contemplated under the Conveyance Agreement; (e) the Celly Nu Pan American Shares to be issued in pursuant to the United States Arrangement shall, subject to customary conditions, have been approved for listing on the Nasdaq and TSX; (f) the Agnico Shares to be issued pursuant to the Arrangement shall, subject to customary conditions, have been approved for listing on the NYSE and TSX; (g) all of the Key Regulatory Approvals shall have been obtained; and (h) the Consideration Shares to be issued pursuant to the Arrangement shall be issued in accordance with and exempt from the registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofthereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties each party hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each Rubicon and Africo to file a copy of FSD Pharma the Final Order and Celly Nu to take such other action as is necessary or desirable documents (if any) required to give effect to the Arrangement with the Registrar, shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma Rubicon and Celly NuAfrico, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this AgreementArrangement, with or without amendment, shall have been approved at the Meetings by the directors and, if required, the shareholders of Celly Nu, to the extent required by, Rubicon and Africo Shareholders in accordance with applicable Laws and the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaRubicon and Africo, acting reasonably; (d) the TSX and AMEX will have conditionally accepted the Arrangement and confirmed that the New Rubicon Common Shares and the Rubicon Series 1 and Series 2 Special Shares have been conditionally listed on the TSX and AMEX, and shall not the TSX will have confirmed that the CopperCo Common Shares have been set aside or modified in a manner unacceptable to FSD Pharma, conditionally listed on appeal or otherwisethe TSX; (e) the Celly Nu TSX-V will have confirmed that the Paragon Common Shares to be issued in have been conditionally listed on Tier 1 or Tier 2 of the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActTSX-V; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periodsorders, waiversrulings, permitsapprovals and assurances, exemptionsincluding regulatory and judicial approvals and orders required, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the Persons, authorities or bodies having jurisdiction in the circumstances, in a form acceptable to FSD PharmaRubicon and Africo, acting reasonably; (g) no action will notices of dissent shall not have been instituted delivered by Rubicon Shareholders holding such number of Rubicon Common Shares that, in Rubicon’s opinion, completion of the Arrangement would not be in the best interests of Rubicon; (h) notices of dissent shall not have been delivered by Africo Shareholders holding such number of Africo Shares that, in Africo’s opinion, completion of the Arrangement would not be in the best interests of Africo; (i) Paragon shall have completed the Paragon Financing, subject only to any requirement under the terms of the Financing to complete the Arrangement; (j) CopperCo or Africo shall have completed the CopperCo/Africo Financing for gross proceeds of at least $75 million, or such lesser amount as may be determined by the Board of CopperCo or Africo, as the case may be, subject only to any requirement under the terms of the CopperCo/Africo Financing to complete the Arrangement; (k) any Person who will hold, together with any Associates of such Person, immediately before or immediately after completion of the Arrangement, 10% or more of the outstanding New Rubicon Common Shares, Paragon Common Shares or CopperCo Common Shares shall have executed a certificate or other document representing that such Person and its Associates will not sell any such shares as part of the same series of transactions comprising the Arrangement; (l) the Articles of CopperCo shall provide that each director of CopperCo must be continuing elected by a resolution passed by not less than two-thirds of the number of votes attaching to the shares represented in person or by valid proxy at the meeting of CopperCo shareholders at which the resolution is voted upon and carrying the right to vote on the Effective Date resolution, as determined and certified by the scrutineers for an injunction that meeting or signed by all the shareholders entitled to restrainvote on that resolution; (m) the Tax Ruling shall have been obtained, a declaratory judgment in respect ofform and substance satisfactory to Rubicon, or damages on account Africo and their counsel and the auditors of or relating to the Arrangement Africo and CopperCo, acting reasonably; (n) there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions transaction contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (no) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in subsections 5.1(a), (b), (c), (k) and (l) any of the foregoing conditions may be waived.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereby are subject to the satisfaction, fulfillment or waiver of the following mutual waiver in writing, conditions on or before the Effective Date, of the following conditionsClosing or such other time as is specified below: (a) there will be no proceeding of a judicial or administrative nature or otherwise, brought by or before a Governmental Entity, or any Applicable Laws proposed, enacted, promulgated or applied, that directly or indirectly relates to the Interim Order shall have been granted in form and substance satisfactory transaction contemplated hereby which could reasonably be expected to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified result in a manner unacceptable Material Adverse Effect on the Party to any which it applies or which could impede or interfere with the completion of the Parties, acting reasonably, on appeal or otherwiseMerger; (b) all regulatory approvals and approvals of any other Person (including any Governmental Entity), and the Arrangement and this Agreementexpiry of any waiting periods in connection with, with or without amendment, shall have been approved by the directors and, if requiredrequired to permit, the shareholders completion of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim OrderMerger, the constating documents failure to obtain which or the non-expiry of FSD Pharma, applicable Laws and which could reasonably be expected to cause a Material Adverse Effect on either Party or materially impede the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions completion of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaMerger, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall will have been obtained or received on terms that are which will not cause a Material Adverse Effect on either Party, and reasonably satisfactory evidence thereof will have been delivered to FSD Pharmaeach Party; (gc) no action will the tax advisors to Georgia shall have been instituted had the opportunity to review the tax consequences to Georgia and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation Wharton of the transactions Merger as contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact , and the Parties shall act reasonably in agreeing to enter into an amendment to this Agreement where necessary, on the advise of such tax advisors, to mitigate any adverse tax consequences to Georgia or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent RightsWharton; and (nd) this Agreement each of the Parties shall not have had the opportunity to complete their respective due diligence investigations, and all issues or questions arising therefrom shall have been terminated pursuant satisfactorily resolved, provided that this condition will be deemed to Section 6.2 hereofhave been satisfied on the Closing Date immediately prior to Closing. The foregoing conditions are for the mutual benefit of each of the Parties and may be waived, in whole or in part, by any Party at any time, provided that no Party may waive any mutual condition on behalf of any other Party.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto each Party to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on at or before the Effective DateTime, of the following conditionsconditions precedent, and each Party shall cause such conditions to be fulfilled insofar as they relate to matters within its control: (a) the Interim Order shall have been granted obtained in form and substance satisfactory to FSD Pharma each of the Parties, acting reasonably; (b) the Arrangement Resolution shall have been approved by the vote of Securityholders at the Meeting in accordance with the requirements of the Interim Order; (c) the Final Order shall have been obtained in form and Celly Nusubstance satisfactory to the Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall number of Nevada Pacific Shares held by Shareholders that have determined that the terms and conditions validly exercised their Dissent Rights in respect of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaexceed 5% of the number of Nevada Pacific Shares outstanding on May 18, on appeal or otherwise2007; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements not exist any prohibition under applicable exemptions from registration under Law against the U.S. Securities Act;completion of the Arrangement; and (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining or materially modifying or imposing material conditions on the consummation of the transactions transaction contemplated by under this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of under the Plan of Arrangement, including any and there shall be no proceeding, whether of a judicial or administrative nature or otherwise brought by a Governmental Entity, that relates to or results from the transactions contemplated under this Agreement that would, if successful, result in an order or ruling that would preclude completion of, or materially modify or impose material change to conditions on, the Tax Act and other relevant income tax Laws of Canada transaction contemplated under this Agreement or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under in accordance with the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares terms and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofconditions hereof or thereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective DateTime, of each of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of the Parties: (a) the Interim Order Arrangement shall have been granted approved at the Vasogen Meeting by not less than the Required Vote and in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to accordance with any of additional conditions which may be imposed by the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, Merger Agreement shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws received all necessary approvals and the constating documents transactions contemplated thereby have been completed prior to or with effect as of Celly Nuor immediately following the Effective Time; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance on terms reasonably satisfactory to FSD Pharmaeach of the Parties, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch parties, acting reasonably, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (fd) all material governmental, court, regulatory, third party requisite domestic and other approvals, foreign regulatory approvals and consents, expiry including, without limitation, those of waiting periodsany stock exchanges, waiverssecurities regulatory authorities or antitrust authorities, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are and conditions satisfactory to FSD PharmaVasogen, IPC Opco and IPC US, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods, including the waiting period under the United States H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable to the transactions contemplated under the Arrangement and the Merger, shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period; (ge) no action will Governmental Entity shall have been instituted and be continuing on the Effective Date enacted, issued, promulgated, applied for an injunction (or advised either any Vasogen Company or any IPC Company in writing that it has determined to restrainmake such application), enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits, or which would give rise to any right to damages or other remedy as a declaratory judgment in respect result of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement or the Merger Agreement or dissolves the Arrangement or the Merger, and no cease trading or similar order Legal Action in which any of the foregoing is sought shall be pending; (f) Dissent Rights shall not have been exercised with respect to any securities of any more than five percent (5%) of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Vasogen Shares, in the aggregate, and, for greater certainty, disregarding in connection with the number Arrangement; (g) Appraisal Rights shall not have been exercised with respect to more than threepercent (3%) of votes attached to Class A Shares and Class B the IPC US Shares, shall have exercised their Dissent Rightsin the aggregate, in connection with the Merger; and (nh) this Agreement shall not have been terminated pursuant in accordance with its terms; and (i) the common shares of the corporation resulting from the combination of the business of Vasogen and IPC as contemplated in the Arrangement and the Merger, the common shares of such corporation to Section 6.2 hereofbe issued upon the exercise of options and warrants resulting from the existing options and warrants of Vaosgen and IPC US, shall be approved for listing on the TSX Venture Exchange (unless such corporation has obtained approval to list on the Toronto Stock Exchange) and application shall have been made to have such common shares of Vasogen quoted on the Over-The-Counter Bulletin Board pending only delisting of common shares of Vasogen from Nasdaq and approval of a market maker in respect of such common shares on the Over-The-Counter Bulletin Board (unless such corporation has obtained approval to retain Vasogen’s quotation on Nasdaq).

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of Coeur and Orko: (a) the Interim Order Arrangement shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall approved at the Orko Meeting by not have been set aside or modified in a manner unacceptable to any less than two-thirds of the Parties, acting reasonably, on appeal votes cast by the Orko Securityholders who are represented in person or otherwiseby proxy thereat in the manner contemplated by Article 2; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and Orko Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 5.1(a) which may be imposed by the constating documents of Celly NuBusiness Corporations Act or the Interim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of Orko and Coeur, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither Party, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Regulatory Approvals which have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ne) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6; (f) Orko shall have received any required approval of the TSX-V to the transactions contemplated herein; (g) the Coeur Shares issuable pursuant to the Arrangement shall have been authorized for listing on the TSX and the NYSE, subject to official notice of issuance; (h) the issuance of the Coeur Shares and the Coeur Warrants (but not the Coeur Shares underlying any Coeur Warrants) will be exempt from the registration requirements of the U.S. Securities Act and the issuance of the Coeur Shares, the Coeur Warrants and the Coeur Shares underlying the Coeur Warrants will be exempt from the prospectus requirements of applicable Securities Laws in each of the Provinces of Canada in which holders of Orko securities are resident; and such Coeur securities will not be subject to hold periods under the Securities Laws of Canada or the United States except as may be imposed by Rule 144 under the U.S. Securities Act with respect to affiliates of Coeur or except as disclosed in the Orko Circular or except by reason of the existence of any controlling interest in Coeur pursuant to the Securities Laws of any applicable jurisdiction; (i) all Antitrust Clearances shall have been obtained on terms and conditions satisfactory to each of Coeur and Orko acting reasonably; and (j) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit the consummation of the Arrangement and the other transactions contemplated herein, the failure of which to obtain or the non-expiry of which would constitute a criminal offense, or would have a Material Adverse Effect on Coeur or Orko shall have been obtained or received on terms that will not have a Material Adverse Effect on Coeur and/or Orko.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Agreement are subject to the satisfaction, or mutual waiver in writingfulfillment, on or before the Effective Date, of each of the following conditionsconditions precedent, each of which is for the mutual benefit of the Parties and which may only be waived with the mutual consent of the Parties at any time, in whole or in part: (a) the Interim Order and the Final Order shall each have been granted obtained on terms consistent with this Agreement, in form and substance satisfactory to FSD Pharma each of Mandalay and Celly NuAlkane, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaMandalay or Alkane, acting reasonably, on appeal or otherwise; (eb) the Celly Nu Shares to be issued in Mandalay Shareholder Approval shall have been obtained at the United States pursuant to the Arrangement shall be issued Mandalay Meeting in accordance with the Interim Order and exempt from registration requirements applicable Laws; (c) the Alkane Shareholder Approval shall have been obtained at the Alkane Meeting in accordance with applicable Laws; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable exemptions legislation, against Alkane or Mandalay which prevents the consummation of the Arrangement; (e) no Proceeding shall be pending or threatened by any Governmental Entity in any jurisdiction that is reasonably likely to (i) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on Alkane's ability to acquire, hold, or exercise full rights of ownership over any Mandalay Shares, including the right to vote the Mandalay Shares, or (ii) prohibit or enjoin Mandalay or Alkane from registration under consummating the U.S. Securities ActArrangement; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated in accordance with its terms; (g) the distribution of the securities pursuant to the Arrangement shall either: (i) be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief granted from the securities regulatory authorities of Australia (including in respect of the on-sale disclosure obligations imposed by subsections 707(3) and (4) of the Corporations Act 2001 (Cth) for the on-sale of Alkane Shares following implementation of the Arrangement) and each of the provinces and territories of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale or on-sale restrictions or disclosure obligations under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 6.2 hereof2.6 of National Instrument 45-102 – Resale of Securities); or (ii) if exemptive relief from the prospectus and registration requirements under applicable Australian Securities Laws is not granted by the securities regulatory authorities of Australia, Alkane shall have filed a cleansing statement in connection with the issuance of the Alkane Shares to be issued pursuant to the Arrangement; (h) conditional approval (or equivalent approval) of the listing or official quotation of the Alkane Shares issuable pursuant to the Arrangement on the ASX; (i) the Key Regulatory Approvals shall have been obtained; (j) confirmation having been obtained by Alkane from the ASX that the ASX will not exercise its discretion under ASX Listing Rule 11.1.3 in respect of any transaction contemplated under this Agreement and the Plan of Arrangement; and (k) the issuance and distribution of the Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable (Blue Sky) securities laws of any state of the United States.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto United, Subco and Nu-Gro to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation to file articles of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable arrangement to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, satisfaction of the following conditions: (a) the Interim Order Arrangement Resolution shall have been granted approved by Securityholders at the Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwiseaccordance with Section 2.5; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD Pharmaeach of United and Nu-Gro, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (ec) the Celly Nu Shares to be issued in the United States pursuant articles of arrangement relating to the Arrangement shall be issued in accordance with form and exempt from registration requirements substance satisfactory to United and Nu-Gro, acting reasonably; (d) there shall not exist any prohibition at Law against the completion of the Arrangement or the acquisition by United of Nu-Gro Common Shares pursuant thereto; (e) any applicable waiting period under applicable exemptions from registration under section 123 of the U.S. Securities ActCompetition Act shall have expired or been earlier terminated or waived; (f) any applicable waiting period under the HSR Act shall have expired, and such other applicable waiting periods or other approvals or consents required or advisable under any other applicable foreign competition laws, shall have expired or been otherwise obtained; and (g) all material governmental, court, regulatory, third party and other requisite regulatory approvals, consents, expiry reviews or decisions (including those of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary any stock exchanges or desirable securities or other regulatory authorities) required for the completion of the Arrangement to become effective shall have been obtained or received concluded on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted United and be continuing Nu-Gro, acting reasonably. The foregoing conditions are for the mutual benefit of United on the Effective Date for an injunction to restrainone hand and Nu-Gro on the other hand and may be waived, a declaratory judgment in respect ofwhole or in part, or damages on account by either of or relating to the Arrangement and there will not be in force them at any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of time. If any of the parties will have been issued and remain outstanding; (h) none of said conditions precedent shall not be complied with or waived as aforesaid on or before June 29, 2004 or, if earlier, the consents, orders, rulings, approvals or assurances date required for the implementation performance thereof, then each of the Arrangement will contain terms United or conditions or require undertakings or security deemed unsatisfactory or unacceptable Nu-Gro may terminate this Agreement, subject to Section 6.4, by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change written notice to the Tax Act and other relevant income tax Laws in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of Canada or the Province such terminating Party’s breach of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be are subject to the satisfaction, or mutual waiver by Parent and the Company in writing, on or before the Effective Closing Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by Parent and the Company at any time: (a) the Company Shareholder Approval shall have been obtained at the Company Meeting in accordance with the Interim Order and applicable Laws; (b) each of the Interim Order and Final Order shall have been granted in form obtained on terms consistent with this Agreement and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order the Final Order shall not have been set aside or modified in a manner unacceptable to any of either the PartiesCompany or Parent, each acting reasonably, on appeal or otherwise; (bc) the Arrangement and this Agreement, with or without amendment, Form S-4 shall have been approved by declared effective and no stop order suspending the directors and, if required, effectiveness of the shareholders Form S-4 shall be in effect and no similar action in respect of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, Information Statement shall have been approved initiated or threatened by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws SEC and the requirements of any applicable regulatory authoritiesnot concluded or withdrawn; (d) (i) the Court Holdings Common Shares shall have determined that been (A) approved for listing on the terms NYSE, subject only to official notice of issuance, and (B) conditionally approved for listing on the TSX, subject only to the satisfaction of customary listing conditions of the Arrangement are procedurally TSX, and substantively fair to (ii) the FSD Pharma Securityholders and the Final Order Exchangeable Units shall have been granted in conditionally approved for listing on the form and substance satisfactory TSX, subject only to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwisethe satisfaction of customary listing conditions of the TSX; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Required Regulatory Approvals shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted concluded and shall be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, full force and effect and any waiting or damages on account of or relating suspensory periods related to the Arrangement and there will not be Required Regulatory Approvals shall have expired or been terminated, in force any order or decree restraining or enjoining each case, without the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities imposition of any of the parties will have been issued and remain outstandingRestraint; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereof.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereunder are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditionsconditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other conditions contained herein: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Continuation shall have been approved by the directors andof Ocumetics and the Ocumetics Shareholders shall have approved the Continuation either by (a) the required majority of the votes of the Ocumetics Shareholders who, if requiredbeing entitled to do so, vote in person or by proxy at the shareholders meeting of Celly Nu, to the extent required by, and Ocumetics Shareholders in accordance with applicable Laws the provisions of the Business Corporations Act (British Columbia) or (b) written resolution signed by all of the Ocumetics Shareholders, and the constating documents Continuation shall have been completed; (b) the Name Change shall have been approved by the directors of Celly NuQuantum and the Quantum Shareholders shall have approved the Name Change either by (a) the required majority of the votes of the Quantum Shareholders who, being entitled to do so, vote in person or by proxy at the meeting of Quantum Shareholders in accordance with the provisions of the Act or (b) written resolution signed by all of the Quantum Shareholders, and the Name Change shall have been completed; (c) the Arrangement Resolution, with or without amendment, Amalgamation and this Agreement shall have been approved by the directors of Quantum SubCo and Ocumetics, and by Quantum, in its capacity as sole shareholder of Quantum SubCo, and the Ocumetics Shareholders shall have approved the Amalgamation and this Agreement either by (a) the required number majority of the votes cast of the Ocumetics Shareholders who, being entitled to do so, vote in person or by FSD Pharma Securityholders proxy at the Meeting, meeting of Ocumetics Shareholders in accordance with the Interim Order and, subject to provisions of the Interim Order, Act or (b) written resolution signed by all of the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesOcumetics Shareholders; (d) not more than 5% of the Court issued and outstanding Ocumetics Shares shall have determined that the terms and conditions exercised rights of the Arrangement are procedurally and substantively fair dissent in relation to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside Amalgamation or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseContinuation; (e) the Celly Nu TSXV shall have granted conditional approval in respect of the Amalgamation and related transactions, including the issuance of the Resulting Issuer Shares to be issued in the United States to Ocumetics Shareholders pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActAmalgamation; (f) Quantum shall have received subscription agreements under the Private Placement for aggregate gross subscription proceeds of an amount not less than $2,700,600, or such other amount as may be necessary to satisfy the initial listing requirements of the TSXV set forth in Policy 2.4 of the TSXV Corporate Finance Manual; (g) the Resulting Issuer Shares to be issued pursuant to the terms set forth herein and pursuant to the Private Placement shall have been accepted for listing by the TSXV, subject to the Resulting Issuer’s fulfilling the TSXV’s usual and ordinary listing requirements; (h) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications toapprovals, and terminations ofincluding, agreementswithout limitation, indentures and arrangements considered by FSD Pharma to be necessary regulatory approvals, required or desirable for the Arrangement to become effective completion of the transactions contemplated herein shall have been obtained or received from the Person, authorities or bodies having jurisdiction in the circumstances, all on terms that are satisfactory to FSD Pharmaeach of the parties hereto, acting reasonably; (gi) an escrow agreement in accordance with the policies of the TSXV shall have been entered into with respect to the Resulting Issuer Shares; (j) upon Closing, all regulatory requirements shall have been or are capable of being satisfied, including satisfaction of the Initial Listing Requirements of the TSXV and the requirements relating to completion of a “Qualifying Transaction” within the meaning of Policy 2.4 of the TSXV Corporate Finance Manual; (k) a sponsor for the transactions contemplated under this Agreement as the “Qualifying Transaction” of Quantum (within the meaning of Policy 2.4 of the TSXV Corporate Finance Manual) or an agent for the Private Placement shall have conducted due diligence and filed with the TSXV a report satisfactory to the TSXV; (l) no material action will have been instituted or proceeding shall be pending or threatened by any Person, governmental authority, regulatory body or agency and there shall be continuing on no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Effective Date for an injunction to restrain, Amalgamation or any other transactions contemplated herein; or (ii) results in a declaratory judgment in respect of, or assessment of material damages on account of directly or indirectly relating to the Arrangement and transactions contemplated herein; and (m) there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, the Amalgamation. The foregoing conditions are for the mutual benefit of Ocumetics on the one hand and no cease trading Quantum on the other hand and may be asserted by Ocumetics and by Quantum regardless of the circumstances and may be waived by ▇▇▇▇▇▇▇▇▇ and Quantum in their sole discretion, in whole or similar order with respect in part, at any time and from time to time without prejudice to any securities of other rights which Ocumetics or Quantum may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the parties will have been issued and remain outstanding; (h) none of Effective Date or, if earlier, the consents, orders, rulings, approvals or assurances date required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable performance thereof, then, subject to section 6.4 hereof, a party hereto may rescind and terminate this Agreement by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change written notice to the Tax Act and other relevant income tax Laws of Canada them in circumstances where the failure to satisfy any such condition is not the result, directly or the Province indirectly, of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan breach of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofby such rescinding party hereto.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including and in particular the Arrangement and completion of the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, or such other time specified, of the following conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma each of Purchaser and Celly NuPure, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesPurchaser or Pure, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Pure Shareholder Approval shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nuobtained; (c) the Arrangement Resolution, with on or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject prior to the Interim OrderOutside Date, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaeach of Purchaser and Pure, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to FSD PharmaPurchaser or Pure, acting reasonably, on appeal or otherwise; (ed) the Celly Nu Shares Articles of Arrangement to be issued filed with the Registrar in the United States pursuant to accordance with the Arrangement shall be issued in accordance with form and exempt from registration requirements under applicable exemptions from registration under substance satisfactory to each of Purchaser and Pure, acting reasonably; (e) the U.S. Securities ActHSR Approval shall have been obtained; (f) all material governmental, court, regulatory, third party required Regulatory Approvals and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be consents necessary or desirable for the completion of the Arrangement to become effective set forth in Section 5.1(f) of the Disclosure Letter, other than those otherwise contemplated in Section 5.1(e), shall have been obtained or received on terms that are and conditions satisfactory to FSD Pharma;each of Pure and Purchaser, acting reasonably; and (g) no action will shall have been instituted and be continuing on taken under any existing Applicable Law, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued after the Effective Agreement Date for an injunction to restrainby any Governmental Authority, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a declaratory judgment in respect of, or assessment of material damages on account of directly or indirectly relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement Agreement. The foregoing conditions are for the mutual benefit of the Parties and no cease trading or similar order may be asserted by either Party regardless of the circumstances and may be waived by any Party (with respect to any securities of any of the parties will have been issued and remain outstanding; (hsuch Party) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesits sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights that such Party may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma NVG and Celly NuKPM, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the PartiesNVG or KPM, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the NVG Shareholders at the NVG Meeting in accordance with the Arrangement Provisions, the constating documents of NVG, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, KPM Shareholder(s) to the extent required by, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities;KPM. (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaNVG and KPM, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares CNSX shall have conditionally approved the Arrangement, subject to be issued in compliance with the United States pursuant to requirements of the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActCNSX; (f) the notice(s) of alteration and such other documents as may be required to be filed with the Registrar in accordance with the Arrangement shall be in form and substance satisfactory to NVG and KPM, acting reasonably; (g) all material governmentalother consents, courtorders, regulatory, third party regulations and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD PharmaNVG and KPM; (gh) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ni) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by either NVG or KPM, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation of the parties hereto Merus and Envoy to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma Merus and Celly Nu Envoy to take such other action as is necessary or desirable file the documents required by Section 292 of the BCBCA with the Registrar to give effect to the Arrangement Arrangement, shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditions: (a) at the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly NuMeetings, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by both the required number of votes cast by FSD Pharma Securityholders at the MeetingMerus Shareholders and Envoy Shareholders entitled to vote thereon, in accordance with the Interim Order andand in accordance with the BCBCA and OBCA; (b) at the Meetings, subject the Continuation Resolution, with or without amendment, shall have been approved by the Envoy Shareholders entitled to vote thereon, in accordance with the Interim Order, Order and in accordance with the constating documents of FSD Pharma, applicable Laws and OBCA; (c) the requirements of any applicable regulatory authoritiesContinuation shall have been effected; (d) the Court Consolidation, if required, shall have determined that been effected (e) the terms and conditions of the Arrangement are procedurally and substantively fair Private Placement shall have been completed prior to the FSD Pharma Securityholders Effective Time; (f) the TSX shall have approved the listing of Amalco Shares on the TSX; (g) NASDAQ shall have approved the listing of Amalco Shares on NASDAQ; (h) Amalco shall continue to be a Foreign Private Issuer and not required to be registered under the US Investment Company Act; (i) the Interim Order and the Final Order shall have been granted obtained in the form and substance satisfactory to FSD PharmaMerus and Envoy, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmasuch Parties, acting reasonably, on appeal or otherwise; (ej) all consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required, necessary or desirable for the completion of the transactions provided for in this Agreement and contemplated by the Arrangement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances; (k) the Celly Nu Shares to be issued distribution of the Amalco Shares, as contemplated in the Plan of Arrangement, in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActAct and except with respect to persons deemed “affiliates” under such enactment, the Amalco Shares, as contemplated in the Plan of Arrangement, to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under such enactment; (fl) all material governmentalthe distribution of the Amalco Shares, courtas contemplated in the Plan of Arrangement, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma in Canada pursuant to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharmabe exempt from registration and prospectus requirements of applicable Canadian securities legislation; (gm) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any law, ruling, order or decree restraining that makes it illegal or enjoining restrains, or enjoins or prohibits the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingArrangement; (hn) none of the consents, orders, rulings, regulations or approvals or assurances required for the implementation of the Arrangement will contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaany of the Parties, acting reasonably; (io) other than as previously disclosed to the other Party, no Material Event shall have occurred or been threatened in the business, property, prospect or financial condition of Merus or Envoy; (p) no Lawsjudgment or order shall have been issued by any agency, no actions, suits or proceedings shall have been threatened or taken by any agency, and no law, regulation or policy shall have been proposed, enacted, or promulgated or applied which interferes applied: (i) to cease trade, enjoin, prohibit or is inconsistent with impose material limitations or conditions on the completion of the Plan of Arrangement; or (ii) that, including any material change if the Arrangement were completed, could reasonably be expected to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if Material Adverse Effect on any of the Plan of Arrangement is completed as set out in Parties to this Agreement; (jq) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement Merus and Envoy shall be exempt from registration under satisfied that the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall can be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsconsummated on commercially reasonable terms; and (nr) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 6.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Transaction are subject to the satisfaction, fulfillment or mutual waiver in writing(to the extent permissible under applicable Law), on or before the Effective Date, of each of the following conditionsconditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Interim Order and the Final Order shall each have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, obtained on appeal or otherwiseterms consistent with this Agreement; (b) no Law or Order is in effect that makes the Arrangement and this Agreement, with completion of the Transaction illegal or without amendment, shall have been approved by otherwise prohibits or enjoins the directors and, if required, Parties from completing the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuTransaction; (c) the Arrangement ResolutionResolution shall have been passed by the Hut Shareholders at the Hut Meeting in accordance with the Interim Order and applicable Law; (d) the Other Hut Resolutions, if any, shall have been passed by the Hut Shareholders at the Hut Meeting in accordance with applicable Law; (e) the USBTC Stockholder Approval shall have been obtained by way of the USBTC Consent in accordance with applicable Law; (f) each of the Required Regulatory Approvals shall have been made, given or without amendmentobtained, on terms satisfactory to the Parties, each acting reasonably, and each such Required Regulatory Approval shall be in full force and effect; (g) the Hut Consideration Shares and Hut Replacement Options to be issued under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; (h) the Stock Exchange Approvals shall have been made, given or obtained, on terms satisfactory to the Parties, subject only to the customary listing conditions of the Nasdaq and the TSX, as applicable; (i) the Registration Statement shall have become effective, and no stop order and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (j) Dissent Rights have not been exercised with respect to more than 5.0% of the issued and outstanding Hut Shares; (k) not more than 5.0% of the USBTC Shares shall be Dissenting USBTC Shares; (l) the New Hut Omnibus Incentive Plan shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the MeetingTSX and Nasdaq, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesas applicable; (dm) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order Amended New Hut Organizational Documents shall have been granted filed and become effective, in the form and substance satisfactory to FSD Pharma, Hut and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseUSBTC; (en) the Celly Nu Shares actions required to be issued in taken by the United States Parties pursuant to Section 8.6, with effect as of and from the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmentalEffective Time, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightstaken; and (no) this Agreement New Hut shall not have been terminated pursuant to complied with its obligations under Section 6.2 hereof2.4, and the Depositary shall have confirmed receipt of the Hut Consideration Shares and USBTC Consideration Shares contemplated thereby.

Mutual Conditions Precedent. The respective obligation obligations of the parties XTRX and CCK hereto to complete the transactions Business Combination contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may be waived only by the mutual consent of XTRX and CCK: (a) CCK, upon completion of the Interim Order Business Combination, will meet the minimum original listing requirements of the CSE and the CSE shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any conditionally approved the listing of the PartiesCCK Shares to be issued in connection with the Business Combination on the CSE following the Business Combination, acting reasonably, on appeal or otherwisesubject to completion of the Business Combination and completion of the customary listing requirements of the CSE; (b) the Arrangement and this Agreement, with or without amendment, CCK shall have been approved by received conditional approval for delisting from the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuNEX; (c) CCK, upon completion of the Arrangement ResolutionBusiness Combination, with or without amendment, shall have been approved by will delist the required number of votes cast by FSD Pharma Securityholders at CCK Shares from the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiesNEX; (d) the Court there shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingBusiness Combination; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ne) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 8; (f) all Regulatory Approvals and corporate approvals shall have been obtained; (g) each Party shall not have entered into any transaction or contract which would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party; (h) the requisite approval of the XTRX Shareholders for the Amalgamation shall have been obtained; and (i) the requisite approval of the CCK Shareholders for the Business Combination shall have been obtained. If any of the above conditions shall not have been complied with or waived by XTRX and CCK on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties Parties hereto to complete the transactions Business Combination contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may be waived only by the mutual consent of the Parties: (a) Century, upon completion of the Interim Order Business Combination, will meet the minimum original listing requirements of the CSE and the CSE shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any conditionally approved the listing of the PartiesCentury Class B Shares on the CSE, acting reasonably, on appeal or otherwisesubject to completion of the Business Combination and completion of the customary listing requirements of the CSE; (b) the Arrangement and this Agreement, with or without amendment, there shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingBusiness Combination; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nc) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 8; (d) all Regulatory Approvals and corporate approvals shall have been obtained; (e) each Party shall not have entered into any transaction or contract which would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party; (f) the requisite approval of the FV Pharma Shareholders of the Amalgamation shall have been obtained; (g) the requisite approval of the Century Shareholders for the Century Meeting Matters and the Amalgamation shall have been obtained; and (h) the Financing shall have been completed for maximum gross proceeds of $34 million. If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreement, including and in particular the Arrangement and completion of the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmaon terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD Pharmaeither of the Parties, each acting reasonably, on appeal or otherwise; (eb) the Celly Nu Shares to be issued in Arrangement Resolution shall have been passed by the United States pursuant to the Arrangement shall be issued Petroamerica Shareholders in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities ActInterim Order; (fc) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Effective Date shall have been obtained occurred on or received on terms that are satisfactory to FSD Pharmabefore the Outside Date; (gd) no action will all Regulatory Approvals and third party approvals and consents necessary for the completion of the Arrangement the failure of which to obtain would reasonably be expected to have been instituted and be continuing a Material Adverse Effect on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating Purchaser (after giving effect to the Arrangement and there will not Arrangement) or prevent or materially impair or materially delay or could reasonably be in force any order expected to prevent or decree restraining materially impair or enjoining delay the consummation ability of either Party to consummate the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of by the parties will Outside Date shall have been issued obtained on terms and remain outstandingconditions satisfactory to the Parties, each acting reasonably; (he) none the TSX and NYSE MKT shall have approved, subject only to customary conditions, the listing of all of the consentsPurchaser Shares issuable pursuant to the Arrangement; and (f) no action shall have been taken under any existing Applicable Law or regulation, ordersnor any statute, rulingsrule, approvals regulation or assurances required for the implementation of the Arrangement will contain terms order which is enacted, enforced, promulgated or conditions or require undertakings or security deemed unsatisfactory or unacceptable issued by FSD Pharma;any Governmental Authority that: (i) no Lawsmakes illegal or otherwise directly or indirectly restrains, regulation enjoins or policy shall have been proposedprohibits the Arrangement or any other transactions contemplated by this Agreement; or (ii) results in a judgment or assessment of material damages against the Parties or their subsidiaries, enacteddirectly or indirectly, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change relating to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which transactions contemplated by this Agreement that would have a material adverse Material Adverse Effect upon the Purchaser (after giving effect upon FSD Pharma Securityholders if to the Plan Arrangement) or prevent or materially impair or materially delay or could reasonably be expected to prevent or materially impair or delay the ability of Arrangement is completed as set out in either Party to consummate the transactions contemplated by this Agreement; (j) no material fact or circumstance, including Agreement by the fair market value Outside Date. The foregoing conditions are for the mutual benefit of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance Parties and may be asserted by either Party regardless of the securities under the Plan of Arrangement shall circumstances and may be exempt from registration under the U.S. Securities Act pursuant waived by either Party (with respect to the Section 3(a)(10such Party) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Sharesin their sole discretion, in the aggregatewhole or in part, and, for greater certainty, disregarding the number of votes attached at any time and from time to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant time without prejudice to Section 6.2 hereofany other rights which such Party may have.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Arrangement, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nuthe Parties, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been passed by the ▇▇▇▇▇ Shareholders at the ▇▇▇▇▇ Meeting in accordance with the Arrangement Provisions, the constating documents of ▇▇▇▇▇, the Interim Order and the requirements of any applicable regulatory authorities; (c) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required341 Shareholder(s), the shareholders of Celly Nu343 Shareholder(s), the 344 Shareholder(s), the 345 Shareholder(s), and the 346 Shareholder(s), to the extent required by, and in accordance with applicable Laws with, the Arrangement Provisions and the constating documents of Celly Nu; (c) the Arrangement Resolutioneach of 341, with or without amendment343, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting344, in accordance with the Interim Order and345, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities346; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharmathe Parties, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwiseacting reasonably; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with all other consents, orders, regulations and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, including regulatory and judicial approvals and orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement to become effective shall have been obtained or received on terms that are satisfactory from the persons, authorities or bodies having jurisdiction in the circumstances, each in form acceptable to FSD Pharmathe Parties; (gf) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ng) this Agreement shall not have been terminated pursuant to Section 6.2 hereofunder Article 7. Except for the conditions set forth in this §5.1 which, by their nature, may not be waived, any of the other conditions in this §5.1 may be waived, either in whole or in part, by any of the Parties, as the case may be, at its discretion.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete the transactions contemplated by this Agreement, including Arrangement are subject to the Arrangement and the obligation fulfillment of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, or mutual waiver in writing, following conditions precedent on or before the Effective DateTime, each of which may only be waived with the mutual consent of the following conditionsParties: (a) the Interim Order Arrangement Resolution shall have been granted approved and adopted by the Sunward Shareholders at the Sunward Meeting in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of accordance with the Parties, acting reasonably, on appeal or otherwiseInterim Order; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted in the form and substance satisfactory to FSD Pharmaobtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to FSD PharmaSunward or NovaCopper, acting reasonably, on appeal or otherwise; (c) the NovaCopper Shareholder Approval shall have been obtained; (d) there shall not exist any prohibition at Law, including any final, non-appealable cease trade order, injunction or other prohibition or order of any Governmental Entity of competent jurisdiction, which shall restrain, enjoin, make illegal or otherwise prohibit or prevent the consummation of the Arrangement; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement Key Regulatory Approvals shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Acthave been obtained; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Key Third Party Consents shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmaobtained; (i) no Laws, regulation or policy the TSX shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with conditionally approved the completion listing and posting for trading on the TSX of the Plan of ArrangementConsideration Shares, including any material change Option Shares and DSU Shares, subject only to the Tax Act satisfaction of customary listing conditions of the TSX, and other relevant income tax Laws (ii) the NYSE MKT shall have approved of Canada or the Province listing and posting for trading of Ontariothe Consideration Shares, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan DSU Shares and reservation for listing and posting for trading of Arrangement is completed as set out the Option Shares, in this Agreement;each case on the NYSE MKT, subject to notice of issuance; and (jh) no material fact or circumstance, including the fair market value distribution of the Celly Nu Shares, Consideration Shares shall have changed be exempt from the prospectus requirements of the Securities Laws in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) Canada and the issuance of the securities under the Plan of Arrangement Consideration Shares shall be exempt from the registration under requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofAct.

Mutual Conditions Precedent. (1) The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of SSCC, on behalf of the SSCC Parties, and St. Laurent: (a) the Interim Order Arrangement shall have been granted approved at the St. Laurent Meeting by not less than two-thirds or such other percentage as set forth in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any the Interim Order of the Parties, acting reasonably, on appeal or otherwisevotes cast by the holders of St. Laurent Common Shares who are represented at the St. Laurent Meeting; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and St. Laurent Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 5.1(1)(a) which may be imposed by the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of St. Laurent and SSCC, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, such parties on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement there shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding (other than an appeal made in connection with the Arrangement), of a judicial or similar administrative nature or otherwise, brought by a Governmental Entity in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any or ruling that would preclude completion of the parties will transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Appropriate Regulatory Approvals which have been issued and remain outstandingobtained; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (ne) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 6; (f) the Appropriate Regulatory Approvals, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would constitute a violation of applicable Law, or would have a Material Adverse Effect on SSCC or St. Laurent, as the case may be, shall have been obtained or received on terms that will not have a Material Adverse Effect on SSCC and/or St. Laurent; there shall not be pending any suit, action or proceeding by any Governmental Entity nor shall the parties have been advised by the applicable Governmental Entity that the Government Entity has determined to file a suit, action or proceeding (i) seeking to prohibit or restrict the acquisition by SSCC or 3038727 of any St. Laurent Common Shares, seeking to restrain or prohibit the consummation of the Plan of Arrangement or seeking to obtain from St. Laurent or SSCC any damages that are material in relation to St. Laurent and its subsidiaries taken as a whole, (ii) seeking to prohibit or materially limit the ownership or operation by SSCC or any of its subsidiaries of any material portion of the business or assets of St. Laurent or any of its subsidiaries or to compel SSCC or any of its subsidiaries to dispose of or hold separate any material portion of the business or assets of St. Laurent and of its subsidiaries, taken as a whole, as a result of the Plan of Arrangement, (iii) seeking to impose limitations on the ability of SSCC or any of its subsidiaries to acquire or hold, or exercise full rights of ownership of, any St. Laurent Common Shares, including the right to vote the St. Laurent Common Shares purchased by it on all matters properly presented to the shareholders of St. Laurent, (iv) seeking to prohibit SSCC or 3038727 from effectively controlling in any material respect the business or operations of St. Laurent and its subsidiaries or (v) which otherwise is reasonably likely to have a Material Adverse Effect on St. Laurent or SSCC.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be hereunder are subject to the satisfaction, or mutual waiver in writing, on or before the Effective Closing Date, of the following conditionsconditions any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other conditions contained herein: (a) the Interim Order shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Amalgamation and this Agreement, with or without amendment, Agreement shall have been approved by the directors and, if requiredof SubCo, the shareholders of Celly Nu, to Acquiree and the extent required byAcquiror, and by Acquiror, in its capacity as sole shareholder of SubCo; (b) the Amalgamation and this Agreement shall have been approved either by (a) the required majority of the votes of the Acquiree Shareholders who, being entitled to do so, vote in person or by proxy at the meeting of Acquiree Shareholders in accordance with applicable Laws and the constating documents provisions of Celly Nuthe Act or (b) written resolution signed by all of the Acquiree Shareholders; (c) the Arrangement Resolution, with or without amendment, there shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, the Amalgamation; (d) all other consents, orders and no cease trading approvals, including, without limitation, regulatory approvals, required or similar order with respect desirable for the completion of the transactions contemplated herein shall have been obtained or received from the Person, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to any securities of any each of the parties will hereto, acting reasonably; (e) upon Closing, all regulatory requirements shall have been or are capable of being satisfied; (f) no material action or proceeding shall be pending or threatened by any Person, governmental authority, regulatory body or agency and there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued and remain outstandingby any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein. (g) delivery of a copy of the Acquiror’s Financial Statements to Acquiree, once they have been approved by the board of directors of Acquiror; (h) none delivery of a copy of the consentsAcquiree’s Financial Statements to Acquiror, orders, rulings, approvals or assurances required for once they have been approved by the implementation board of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharmadirectors of Acquiree; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent delivery of consulting agreements with the completion of Management Members, in form and substance reasonably acceptable to Acquiror and the Plan of ArrangementAcquiree, including any material change to acting reasonably (the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j“Consulting Agreements”) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) providing for the issuance of an aggregate of 1,200,000 restricted share units of the securities under the Plan of Arrangement Acquiror which 50% shall vest on closing and 50% shall vest quarterly over three years and which shall be exempt provided to four Management Members, with 500,000 restricted shares units provided to one individual, 500,000 restricted shares units provided to another individual, and 200,000 restricted share units provided to another individual, as set forth in the Consulting Agreements and in connection with these three individuals continuing as consultants of Acquiror following Closing. Such RSU’s shall fully vest if the Consulting Agreements are terminated for any reason. The foregoing conditions are for the mutual benefit of Acquiree on the one hand and Acquiror on the other hand and may be asserted by Acquiree and by Acquiror regardless of the circumstances and may be waived by Acquiree and Acquiror in their sole discretion, in whole or in part, at any time and from registration under time to time without prejudice to any other rights which Acquiree or Acquiror may have. If any of such conditions shall not be complied with or waived as aforesaid on or before the U.S. Securities Act pursuant Effective Date or, if earlier, the date required for the performance thereof, then, subject to section 6.4 hereof, a party hereto may rescind and terminate this Agreement by written notice to the Section 3(a)(10) Exemption; (l) other of them in circumstances where the issuance failure to satisfy any such condition is not the result, directly or indirectly, of the securities under the Plan a material breach of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant to Section 6.2 hereofby such rescinding party hereto.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto Parties to complete consummate the transactions contemplated by this Agreementhereby, including and in particular the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement shall be Amalgamation, are subject to the satisfaction, or mutual waiver in writing, on or before the Effective DateDate or such other time specified, of the following conditions: (a) the Interim Order Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall have been granted be in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any each of the Parties, acting reasonably, on appeal or otherwise; (b) there being no prohibition at Applicable Law against the Arrangement and this Agreement, with or without amendment, shall have been approved by completion of the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly NuAmalgamation; (c) the Arrangement ResolutionTSX-V has accepted the delisting of the Altitude Common Shares, with or without amendment, shall have been approved by and such other matters required to effect the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authoritiestransactions contemplated hereby that may require TSX-V approval; (d) the Court shall have determined that CSE has accepted for listing the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders Altitude Common Shares and the Final Order shall have been granted in the form and substance satisfactory to FSD PharmaAltitude Disposition, and shall not have been set aside or modified in a manner unacceptable such other matters required to FSD Pharma, on appeal or otherwiseeffect the transactions contemplated hereby that may require CSE approval; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (n) this Agreement shall not have been terminated pursuant in accordance with its terms; and (f) Altitude and Vibe shall be satisfied, in their sole discretion, with the results of all due diligence investigations including in the case of Altitude, for greater certainty, but without limitation, with respect to Section 6.2 hereofthe U.S. Targets. The foregoing conditions are for the mutual benefit of the Parties and may be waived, in whole or in part, jointly by the Parties, without prejudice to their right to rely on any other such conditions, at any time. If any of the foregoing conditions are not satisfied or waived on or before the Outside Date, or if any circumstance, fact, change, event or occurrence shall have occurred that would render it impossible for any of the foregoing conditions to be satisfied on or before the Outside Date, then a Party may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Mutual Conditions Precedent. The respective obligation obligations of the parties Parties hereto to complete each step of the transactions Business Combination contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may be waived only by the mutual consent of the Parties: (a) the Interim Order there shall have been granted in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, shall have been approved by the directors and, if required, the shareholders of Celly Nu, to the extent required by, and in accordance with applicable Laws and the constating documents of Celly Nu; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of no action taken under any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside Law or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement any Government Authority and there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingBusiness Combination; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nb) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 8; (c) all Regulatory Approvals (including CSE approvals) and corporate approvals shall have been obtained; (d) each Party shall not have entered into any transaction or contract which would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party; (e) the MichiCann Shareholder Approval shall have been obtained; (f) the Tidal Shareholder Approval shall have been obtained; and (g) Tidal shall have completed the Tidal Share Consolidation, the Tidal Name Change and the Tidal Director Appointments. If any of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

Mutual Conditions Precedent. (1) The respective obligation obligations of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Transactions shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may only be waived by the mutual consent of SPX and UDI: (a) the Interim Order Arrangement Resolution shall have been granted approved at the UDI Meeting by not less than 66 2/3% or such other percentage as set forth in form and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any the Interim Order of the Parties, acting reasonably, on appeal or otherwisevotes cast by the UDI Shareholders who are represented at the UDI Meeting; (b) the Arrangement and this Agreement, with or without amendment, Resolution shall have been approved by at the directors and, if required, the shareholders of Celly Nu, to the extent required by, and UDI Meeting in accordance with applicable Laws and any conditions in addition to those set out in Section 10.1(1)(a) which may be imposed by the constating documents of Celly NuInterim Order; (c) the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall each have been granted obtained in the form and substance terms satisfactory to FSD Pharmaeach of UDI and SPX, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, such parties on appeal or otherwise; (ed) the Celly Nu Shares to be issued in the United States pursuant subject to the Arrangement provisions of Section 2.2(2), the SPX Shareholders shall be issued in accordance with and exempt from registration requirements under have approved the SPX Resolution at the SPX Meeting by the requisite levels required by applicable exemptions from registration under the U.S. Securities ActLaws; (fe) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective there shall have been obtained or received on terms that are satisfactory to FSD Pharma; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and there will not be in force any injunction, order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and no cease trading or similar order with respect to any securities of any of the parties will have been issued and remain outstandingTransactions; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; (i) no Laws, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Plan of Arrangement, including any material change to the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rights; and (nf) this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 11; (g) other than the Regulatory Approvals, all consents, waivers, permits, orders and approvals of any Governmental Authority, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which, individually or in the aggregate, would constitute a violation of applicable Law or would have a Material Adverse Effect on SPX or UDI, as the case may be, shall have been obtained or received on terms that will not, individually or in the aggregate, have a Material Adverse Effect on SPX or UDI; (h) the Regulatory Approvals, including for greater certainty, the Competition Act Approval and the Investment Canada Act Approval, shall have been obtained or satisfied on terms and conditions satisfactory to SPX and UDI, acting reasonably; and (i) the SPX Common Shares included in the SPX Transaction Shares and the SPX Common Shares issuable upon the exercise of the Replacement Options shall have been approved for listing on the NYSE subject to official notice of issuance.

Mutual Conditions Precedent. The respective obligation obligations of the parties hereto to complete the Amalgamation and the other transactions contemplated by this Agreement, including the Arrangement and the obligation of each of FSD Pharma and Celly Nu to take such other action as is necessary or desirable to give effect to the Arrangement Agreement shall be subject to the satisfaction, or mutual waiver in writing, on or before the Effective Date, of the following conditionsconditions precedent, each of which may be waived only by the mutual consent of Newco, Newco II and MAAX: (a) 6.1.1 a quorum of Shareholders at the Interim Order MAAX Meeting shall have been granted in form present and substance satisfactory to FSD Pharma and Celly Nu, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to any of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement and this Agreement, with or without amendment, Amalgamation shall have been approved at the MAAX Meeting by (i) at least two-thirds of the directors and, if required, votes cast on a resolution approving the shareholders of Celly Nu, by-law relating to the extent Amalgamation by Shareholders, present in person or represented by proxy at the MAAX Meeting and (ii) any other required by, and in accordance Shareholders approval to comply with applicable Laws and the constating documents of Celly Nuany securities Laws; (c) 6.1.2 the Arrangement Resolution, with or without amendment, shall have been approved by the required number of votes cast by FSD Pharma Securityholders at the Meeting, in accordance with the Interim Order and, subject to the Interim Order, the constating documents of FSD Pharma, applicable Laws and the requirements of any applicable regulatory authorities; (d) the Court shall have determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the FSD Pharma Securityholders and the Final Order shall have been granted in the form and substance satisfactory to FSD Pharma, and shall not have been set aside or modified in a manner unacceptable to FSD Pharma, on appeal or otherwise; (e) the Celly Nu Shares to be issued in the United States pursuant to the Arrangement shall be issued in accordance with and exempt from registration requirements under applicable exemptions from registration under the U.S. Securities Act; (f) all material governmental, court, regulatory, third party and other approvals, consents, expiry of waiting periods, waivers, permits, exemptions, orders and agreements and all amendments and modifications to, and terminations of, agreements, indentures and arrangements considered by FSD Pharma to be necessary or desirable for the Arrangement to become effective Appropriate Regulatory Approvals shall have been obtained in accordance with Article 4 and shall be in full force and effect and shall not be the subject of any appeal, stop-order or received on terms that are satisfactory to FSD Pharmaproceedings seeking a stop-order or any revocation proceedings; (g) no action will have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of, or damages on account of or relating to the Arrangement and 6.1.3 there will shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and there shall be no cease trading proceeding, of a judicial or similar administrative nature or otherwise in progress (or threatened in writing by a Governmental Entity) that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order with respect to any securities of any of the parties will have been issued and remain outstanding; (h) none of the consents, orders, rulings, approvals or assurances required for the implementation of the Arrangement will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by FSD Pharma; ruling that would (i) no Lawsreasonably be expected to cease trade, regulation enjoin, prohibit or policy shall have been proposed, enacted, promulgated impose material limitations or applied which interferes or is inconsistent with conditions on the completion of the Plan of Arrangement, including any material change to Amalgamation in accordance with its terms or (ii) otherwise be inconsistent with the Tax Act and other relevant income tax Laws of Canada or the Province of Ontario, Appropriate Regulatory Approvals which would have a material adverse effect upon FSD Pharma Securityholders if the Plan of Arrangement is completed as set out in this Agreement; (j) no material fact or circumstance, including the fair market value of the Celly Nu Shares, shall have changed in a manner which would have a material adverse effect upon FSD Pharma or the FSD Pharma Securityholders if the Plan of Arrangement is completed; (k) the issuance of the securities under the Plan of Arrangement shall be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (l) the issuance of the securities under the Plan of Arrangement shall be exempt from prospectus requirements under Securities Legislation pursuant to the Section 2.11 of NI 45-106; (m) holders of FSD Pharma Shares representing no more than 5% of the FSD Pharma Shares, in the aggregate, and, for greater certainty, disregarding the number of votes attached to Class A Shares and Class B Shares, shall have exercised their Dissent Rightsbeen obtained; and (n) 6.1.4 this Agreement shall not have been terminated pursuant to Section 6.2 hereofArticle 7.