Common use of Representations and Warranties of the Company Shareholder Clause in Contracts

Representations and Warranties of the Company Shareholder. The Company Shareholder represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereof: (a) the Company Shareholder is the beneficial owner of, or exercises control or direction over, the Subject Securities and has the power, authority and right to enter into this letter agreement; (b) none of the Subject Securities are, or will be at the time of the Company Meeting, subject to any voting trust or voting agreement (other than this letter agreement), and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given by the Company Shareholder for the purpose of fulfilling the Company Shareholder's obligations hereunder; (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement has been duly executed and delivered by the Company Shareholder, and assuming the due execution and delivery by SNDL, constitutes a valid and binding obligation of the Company Shareholder enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally and to general principles of equity; (e) neither the entering into of this letter agreement nor the performance by the Company Shareholder of any of the Company Shareholder's obligations under this letter agreement will constitute a breach of any agreement to which the Company Shareholder is a party or by which any of the Company Shareholder's assets or properties (including the Subject Securities) are bound; and (f) there are and, at all times up to and including the date of the Company Meeting, will be no restrictions on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolution.

Representations and Warranties of the Company Shareholder. The Company Shareholder represents and warrants to SNDLPurchaser, and hereby acknowledges that the Company and SNDL Purchaser are relying upon such representations and warranties, that at the date hereof: (a) the Company Shareholder is the beneficial owner of, or exercises control or direction over, the Subject Securities and has the power, authority and right to enter into this letter agreement; (b) none of the Subject Securities are, or will be at the time of the Company Meeting, subject to any voting trust or voting agreement (other than this letter agreement), and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given by the Company Shareholder for the purpose of fulfilling the Company Shareholder's ’s obligations hereunder; (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement has been duly executed and delivered by the Company Shareholder, and assuming the due execution and delivery by SNDLPurchaser, constitutes a valid and binding obligation of the Company Shareholder enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' ’ rights generally and to general principles of equity; (e) neither the entering into of this letter agreement nor the performance by the Company Shareholder of any of the Company Shareholder's ’s obligations under this letter agreement will constitute a breach of any agreement to which the Company Shareholder is a party or by which any of the Company Shareholder's ’s assets or properties (including the Subject Securities) are bound; and (f) there are and, at all times up to and including the date of the Company Meeting, will be no restrictions on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Arrangement Resolution.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none As of the Subject Securities aredate hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or will be at any other action on the time part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company MeetingShareholder, subject to CAP 1 LLC, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the trust agreement of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none As of the Subject Securities aredate hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or will be at any other action on the time part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company MeetingShareholder, subject to T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Company Shareholder, the Company Shareholder has not entered into any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (ii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” and “(ii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. 2.1 The Company Shareholder represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereof: (a) the Company Shareholder is the record and beneficial owner of, or the Company Shareholder exercises voting power over, (a) the number of Shares indicated on the final page of this Agreement, which are free and clear of any Liens and (b) the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments of any kind pursuant to which the Company Shareholder may acquire Shares as set forth on the final page of this Agreement. Except as set forth on the final page of this Agreement, the Company Shareholder does not own of record, beneficially own or have any other rights, interests, rights to control or direction overvote, or direct the Subject Securities and control or voting of, any Shares as of the date of this Agreement. 2.2 The Company Shareholder has the power, requisite power and authority and right to enter into this letter agreement; (b) none Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of the Subject Securities are, or will be at the time of the Company Meeting, subject to any voting trust or voting agreement (other than this letter agreement), and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given Agreement by the Company Shareholder for and the purpose consummation by the Company Shareholder of fulfilling the transactions contemplated by this Agreement have been duly authorized by all necessary action of the Company Shareholder's obligations hereunder; (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement . This Agreement has been duly executed and delivered by the Company Shareholder, Shareholder and assuming the due execution and delivery by SNDL, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws or similar laws of general application relating to or affecting creditors' rights generally ’ rights, and to (ii) for the limitations imposed by general principles of equity; (e) neither the entering into . The execution and delivery of this letter agreement nor Agreement does not, and the performance consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation which would result in the creation of any Lien upon any of the Shares owned by the Company Shareholder of or any of the Company Shareholder's obligations under this letter agreement will constitute a breach of any agreement Shares as to which the Company Shareholder is a party has any rights, under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding on the Company Shareholder or any Shares owned by which any of the Company Shareholder's assets or properties (including the Subject Securities) are bound; and (f) there are and, at all times up to . The execution and including the date delivery of the Company Meeting, will be no restrictions on the Subject Securities which would prevent this Agreement by the Company Shareholder from voting any do not, and the performance of the Subject Securities which are entitled to be voted at this Agreement by the Company MeetingShareholder will not, require any written, oral or other agreement, contract or legally binding commitment of any third party. If this Agreement is being executed in favor of a representative or fiduciary capacity, the Transaction Resolutionperson signing this Agreement has full power and authority to enter into and perform this Agreement.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none The execution, delivery and performance by the Company Shareholder of the Subject Securities are, or will be at the time this Agreement have been duly and validly authorized by all necessary corporate action of the Company MeetingShareholder. As of the date hereof and for so long as this Agreement remains in effect, subject except as otherwise provided in this Agreement, the Company Shareholder has full corporate power and authority to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Company Shareholder, the Company Shareholder has not entered into any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the certificate of incorporation, bylaws or other organizational documents of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none As of the Subject Securities aredate hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or will be at any other action on the time part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, CAP 1 LLC, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, to the extent and only to the extent such agreement may be applicable to the Shares, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Company MeetingShareholder and CAP 1 LLC, to the extent and only to the extent such agreement may be applicable to the Shares, the Company Shareholder has not entered into or become subject to any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not require any spousal approval or consent, other than as provided on the signature page. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (ii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)”, and “(ii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. The (a) Each Company Shareholder hereby represents and warrants to SNDLParent, and hereby acknowledges on behalf of itself, that the Equity Securities set forth across from such Company and SNDL are relying upon Shareholder’s name on Schedule 1 attached hereto constitute all of the Company Shares legally or beneficially owned by such representations and warranties, that at Company Shareholder as of the date hereof: (a) the . Each Company Shareholder is has good and valid title to such Equity Securities set forth across from such Company Shareholder’s name on Schedule 1 attached hereto and as of the beneficial owner of, or exercises control or direction over, the Subject Effective Time will have good and valid title to all Equity Securities held by such Company Shareholder free and has the power, authority and right to enter into this letter agreement;clear of all Liens (other than transfer restrictions under applicable securities Laws). (b) none Each Company Shareholder hereby represents and warrants to Parent, on behalf of itself, that: (A) (i) in the event that such Company Shareholder is an individual, such Company Shareholder has all requisite capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party and to perform his or her obligations hereunder and thereunder, and (ii) in the event such Company Shareholder is a legal entity, (1) such Company Shareholder is duly organized, validly existing and in good standing under the laws of the Subject Securities arejurisdiction of its formation or organization and has the requisite corporate, limited liability company or will be at other entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder and (2) the time of the Company Meetingexecution, subject to any voting trust or voting agreement (other than this letter agreement), delivery and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given performance by the such Company Shareholder for of this Agreement and its obligations hereunder have been duly and validly authorized by such Company Shareholder and no other act or proceeding on the purpose part of fulfilling such Company Shareholder is necessary to authorize the Company Shareholder's obligations hereunder; execution, delivery or performance of this Agreement, (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (dB) this letter agreement Agreement has been duly executed and delivered by the such Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLeach other party hereto, constitutes a valid and binding obligation of the such Company Shareholder Shareholder, enforceable against it in accordance with its terms terms, subject to bankruptcythe Remedies Exception, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' rights generally and to general principles of equity; (eC) neither the entering into execution and delivery of this letter agreement Agreement nor the performance by the Company Shareholder of any consummation of the Company Shareholder's obligations under this letter agreement transactions contemplated hereby will constitute a breach of any agreement to which the (i) if such Company Shareholder is a party legal entity, conflict with or by which result in any material breach of any provision of the Charter Documents of such Company Shareholder's assets , (ii) require any material filing with, or properties the obtaining of any material consent or material approval of, any Governmental Entity by such Company Shareholder (including other than the Subject Securitiesfilings, notices and reports pursuant to, in compliance with or required to be made under the Singapore Companies Act and other than those set forth as conditions to Closing in the Business Combination Agreement), or (iii) are bound; andviolate in any material respect any material Law applicable to such Company Shareholder, except, in the case of the foregoing clauses (ii) and (iii), for violations which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. (fc) there are and, at all times up to and including the date Effective as of the Company MeetingMailing Date, will be no restrictions on the Subject Securities which would prevent the each Company Shareholder from voting hereby agrees to irrevocably appoint as its proxy and attorney-in-fact, Parent and any person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to consent to or vote the Equity Securities as indicated in Section 1 above. Each Company Shareholder intends this proxy to be irrevocable and unconditional as of the Subject Mailing Date and during the term of this Agreement and coupled with an interest and will take such further action or execute such other instruments as may be reasonably necessary to effect the intent of this proxy, and hereby revokes any proxy previously granted by such Company Shareholder with respect to the Equity Securities which are entitled to (and such Company Shareholder hereby represents that any such proxy is revocable). The proxy granted by each Company Shareholder shall be voted at automatically revoked upon the Company Meeting, in favor occurrence of the Transaction ResolutionTermination Date and Parent may further terminate this proxy at any time at its sole election by written notice provided to such Company Shareholder.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none The execution, delivery and performance by the Company Shareholder of the Subject Securities are, or will be at the time this Agreement have been duly and validly authorized by all necessary limited liability company action of the Company MeetingShareholder. As of the date hereof and for so long as this Agreement remains in effect, subject except as otherwise provided in this Agreement, the Company Shareholder has full limited liability company power and authority to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company Shareholder, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, T▇▇▇▇▇▇ ▇. ▇▇▇▇, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Company Shareholder, the Company Shareholder has not entered into any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent and the Loan Parties, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the limited liability company agreement or other organizational documents of the Company Shareholder, (ii) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (iii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(ii)” and “(iii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder hereby represents and warrants to SNDL, and hereby acknowledges that the Company and SNDL are relying upon such representations and warranties, that at the date hereofParent as follows: (a) the The Company Shareholder is the beneficial or record owner ofof the Shares indicated on the signature page hereto, free and clear of any and all Liens (other than (i) transfer restrictions of general applicability as may be provided under the Securities Act, “blue sky” laws or exercises control applicable other securities Laws or direction over(ii) a Lien that would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement). The Company Shareholder has, and will have at all times through the Effective Time, the Subject Securities voting power to control the vote and has consent as contemplated herein, the powerpower of disposition, authority the power to issue instructions with respect to the matters set forth in Section 3, and right the power to enter agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a). Except for the Shares set forth on the signature page hereto, as of the date hereof, the Company Shareholder does not beneficially own any other (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into this letter agreement;or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (b) none As of the Subject Securities aredate hereof and for so long as this Agreement remains in effect, except as otherwise provided in this Agreement, the Company Shareholder has full power, authority, legal right and capacity to: (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or will be at any other action on the time part of, any other Person (including any Governmental Authority), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, except for (1) this Agreement, (2) the Amended and Restated Voting Agreement, dated as of November 21, 2018, among the Company, the Company MeetingShareholder, subject to CAP 1 LLC, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ ▇. Deutsch, and (3) the Amended and Restated Stockholders’ Agreement, dated as of November 21, 2018, among the Company, S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Company Shareholder and CAP 1 LLC, the Company Shareholder has not entered into any voting trust or voting agreement (other than this letter agreement), and there will not be with any proxy in existence Person with respect to any of the Subject Securities except for Shares, granted any Person any proxy given by (revocable or irrevocable) or power of attorney with respect to any of the Company Shareholder for Shares, deposited any of the purpose of fulfilling Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Shareholder's ’s ability to perform its obligations hereunder;under this Agreement. (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement This Agreement has been duly executed and delivered by the Company ShareholderShareholder and, and assuming the due authorization, execution and delivery by SNDLParent, constitutes a valid and binding obligation of the Company Shareholder Shareholder, enforceable against it the Company Shareholder in accordance with its terms subject to (except, in each case, as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other reorganization or similar Laws relating to or affecting creditors' ’ rights generally and to by general principles of equity;). (ed) neither the entering into The execution, delivery and performance of this letter agreement nor the performance Agreement by the Company Shareholder does not require any spousal approval or consent. The execution, delivery and performance of this Agreement by the Company Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any of the Company Shareholder's terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under this letter agreement will or receive payment or additional rights under, or constitute a breach of default under, any agreement contract to which the Company Shareholder is a party or by which it is bound or (ii) violate any order, injunction or other legal restraint binding on the Company Shareholder as of the date of this Agreement, except for any of the foregoing referred to in clauses “(i)” and “(ii)” as would not, either individually or in the aggregate, impair in any material respect the ability of the Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (e) The execution, delivery and performance of this Agreement by the Company Shareholder do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain, individually or in the aggregate, has not and would not materially impair the Company Shareholder’s ability to perform its obligations under this Agreement. (f) As of the date hereof, there is no suit, action or other proceeding pending or, to the knowledge of the Company Shareholder's assets , threatened against or properties (including affecting the Subject Securities) are bound; and (f) there are and, at all times up Company Shareholder before or by any Governmental Authority that would reasonably be expected to and including impair in any material respect the date ability of the Company Meeting, will be no restrictions Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Resolutiona timely basis.

Representations and Warranties of the Company Shareholder. The Company Shareholder represents and warrants to SNDLPurchaser, and hereby acknowledges that the Company and SNDL Purchaser are relying upon such representations and warranties, that at the date hereof: (a) the Company Shareholder is the beneficial owner of, or exercises control or direction over, the Subject Securities and has the power, authority and right to enter into this letter agreement; (b) none of the Subject Securities are, or will be at the time of the Company Meeting, subject to any voting trust or voting agreement (other than this letter agreement), and there will not be any proxy in existence with respect to any of the Subject Securities except for any proxy given by the Company Shareholder for the purpose of fulfilling the Company Shareholder's ’s obligations hereunder; (c) no Person has any agreement or option, or any right or privilege (whether by Law, preemptive pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this letter agreement or pursuant to the rights and conditions attaching to the Subject Securities); (d) this letter agreement has been duly executed and delivered by the Company Shareholder, and assuming the due execution and delivery by SNDLPurchaser, constitutes a valid and binding obligation of the Company Shareholder enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws relating to or affecting creditors' ’ rights generally and to general principles of equity; (e) neither the entering into of this letter agreement nor the performance by the Company Shareholder of any of the Company Shareholder's ’s obligations under this letter agreement will constitute a breach of any agreement to which the Company Shareholder is a party or by which any of the Company Shareholder's ’s assets or properties (including the Subject Securities) are bound; and (f) there are and, at all times up to and including the date of the Company Meeting, will be no restrictions on the Subject Securities which would prevent the Company Shareholder from voting any of the Subject Securities which are entitled to be voted at the Company Meeting, in favor of the Transaction Arrangement Resolution.