Common use of Representations, Warranties and Covenants of the Shareholder Clause in Contracts

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (e) the Subject Shares are, and will be at all times up until the Effective Time, free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementthat: (a) (i) the Shareholder has the requisite power, authority and capacity to enter into this Agreement (Aand all other agreements and documents required to be delivered hereunder) owns beneficially (as such term is defined in Rule 13d-3 under on the Exchange Act) all terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Subject Shares set forth to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date part of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to transfer the pledgelegal and beneficial right, disposition, Transfer or voting of any title and ownership of the Subject Shares set forth to Mitel on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject SharesClosing Date; (b) the Shareholder has the full power execution and authority and legal capacity to enter into, execute and deliver delivery of this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in the Arrangement Agreementaccordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equity; (c) the execution, delivery, and performance of this Agreement has been duly and validly executed and delivered by the Shareholder andwill not (i) constitute a violation of its articles of incorporation or by-laws, constitutes a legaleach as amended, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise (ii) result in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any material agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) constitute a violation of any lawlaw applicable or relating to it or its businesses; (d) no Person, statuteother than Mitel, ordinancehas any agreement, regulation option or rule applicable right to purchase or acquire, or capable of becoming an agreement for the Shareholderpurchase or acquisition of, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;Shares; and (e) the Subject Shareholder has good and marketable title to the Shares are, and has the exclusive right to dispose of the Shares. The Shares will be at all times up until the Effective Time, transferred and sold to Mitel free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunderall Encumbrances.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Trulieve as follows, and acknowledges that the Purchaser Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Trulieve or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Trulieve as follows, and acknowledges that the Purchaser Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Trulieve or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own ​ beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (e) the Subject Shares are, and will be at all times up until the Effective Time, free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder.. ​

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) The Shareholder represents and warrants that: (ia) it is the Shareholder beneficial owner of the Subject Securities, and no other securities of Oromin; (Ab) owns beneficially (as such term is defined in Rule 13d-3 under it has the Exchange Act) all sole right to deposit the Subject Shares to the Offer and vote and dispose of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional have the right to deposit the Subject Shares to the Offer and to vote and dispose of any subsequently acquired after Oromin Shares; (c) none of the date of Subject Securities are subject to any voting or tender agreement (other than this Agreement) or adverse claim; (d) no person, in each instancefirm, free and clear or corporation has any agreement or option, or any right or privilege capable of all Encumbrancesbecoming an agreement or option, and (ii) except pursuant heretofor the purchase, there (A) are no options, warrants acquisition or other rights, agreements, arrangements or commitments of any character to which transfer from the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule ASecurities, and there are no voting trusts or voting agreements with respect except for Teranga pursuant to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; ; (e) the Subject Shares are, and Securities to be acquired by Teranga from the Shareholder pursuant to the Offer will be at all times up until the Effective Time, acquired free and clear of any Encumbrances that could adversely affect and all mortgages, liens, charges, encumbrances and adverse claims of or against the Plan Shareholder and no security holder approvals are required in order to sell the Subject Securities to Teranga; and (f) it has full power and authority to make, enter into and carry out the terms of Arrangementthis Agreement. (b) The Shareholder acknowledges and agrees that, subject to the Arrangement terms of the Support Agreement, Teranga may, in its sole discretion, modify or the exercise waive any term or fulfillment condition of the rights Offer; provided that Teranga shall not, decrease the consideration per Oromin Share. (c) The Shareholder agrees to notify Teranga of any proposal, inquiry or request that the Shareholder receives, or of which Shareholder becomes aware, regarding a change of control of Oromin. (d) The Shareholder hereby confirms, covenants and obligations agrees that it has no agreement, commitment or understanding with Teranga in respect of the Purchaser or the Shareholder under Offer except as set out in this Agreement and hereby consents to and acknowledges that it will be treated as part of the minority for purposes of any minority approval requirement under Multilateral Instrument 61-101 (or successor provisions or equivalent provisions in other jurisdictions) in any regulatory or court proceedings. (e) The Shareholder hereby agrees that it shall not, from the Arrangement date hereof until the termination of this Agreement, except in accordance with the terms of this Agreement: (i) acquire direct or indirect beneficial ownership or holding of or control or direction over any additional Oromin Shares; (fii) there are no legal proceedings in progress any manner, directly or pending before indirectly, seek, or propose, initiate, support, induce, participate with or provide any Governmental Entity or, encouragement or assistance to any other person with respect to or relating to any person seeking or attempting to seek or engage in any activity or act with respect to the knowledge effective control of Oromin, whether as a shareholder or otherwise, either alone or with any other person or persons; (iii) solicit, or arrange or provide assistance to any other person to arrange for the Shareholdersolicitation of, threatened against purchases of or offers to sell Oromin Shares or act in concert or jointly with any other person for the Shareholder purpose of acquiring Oromin Shares or its Affiliates the purpose of affecting the control of Oromin; (iv) assist any person, entity or Associates group in taking or planning any action that would reasonably be expectedcompete with, either individually restrain or otherwise serve to interfere with or inhibit Teranga in connection with the Proposed Transaction; (v) act jointly or in concert with others with respect to voting securities of Oromin for the aggregate, to impair purpose of opposing or competing with Teranga in connection with the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunderProposed Transaction; and (gvi) no consent take any action to encourage or assist any other person to do any of the Shareholder’s spouse is necessary under any applicable Law prohibited acts referred to in order for foregoing provisions of this Section 4, provided that the Shareholder may take such actions, and nothing in this Section 4 shall prevent the Shareholder from taking such actions, as may be necessary to enter into and perform fulfill its obligations hereunderfiduciary duties as a director or officer of Oromin, as applicable, in response to an unsolicited Acquisition Proposal.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder hereby represents, warrants and, where applicable, and covenants to the Purchaser Parent as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) The Shareholder is the beneficial or record owner of, or exercises voting power over, the Shares. The Shares constitute the Shareholder’s entire interest in the outstanding shares of voting securities of the Company and the Shareholder does not hold any other outstanding shares of capital stock of the Company. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if the Shareholder (A) owns beneficially (as such term is defined a partnership, the rights and interest of Persons that own partnership interests in Rule 13d-3 the Shareholder under the Exchange Actpartnership agreement governing the Shareholder and applicable partnership law or (ii) if the Shareholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all of times up until the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, Expiration Date free and clear of all Encumbrancesany security interests, and (ii) except pursuant heretoliens, there (A) are no claims, pledges, options, warrants or other rights of first refusal, co-sale rights, agreements, arrangements or commitments limitations on the Shareholder’s voting rights, charges and other encumbrances of any character to which nature (“Encumbrances”) that would adversely affect the Shareholder is a party Merger or subject relating to the pledge, disposition, Transfer exercise or voting of any fulfillment of the Subject Shares rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. The Shareholder’s principal residence or place of business is set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;signature page hereto. (b) the The Shareholder has the full power all requisite power, capacity and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver into this Agreement and to perform its obligations hereunder under this Agreement. The execution and to complete delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated in hereby have been duly authorized by all necessary action, if any, on the Arrangement Agreement; (c) this part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, valid and binding obligationobligation of the Shareholder, enforceable by the Purchaser against the Shareholder in accordance with its terms terms, subject only to any limitation under bankruptcythe effect, insolvency or if any, of (a) applicable bankruptcy and other laws similar Laws affecting the enforcement rights of creditors' rights creditors generally and the discretion that a court may exercise in the granting (b) rules of Law governing specific performance, injunctive relief and other equitable remedies such as specific performance and injunction;remedies. (dc) none of the The execution and delivery of this Agreement by the Shareholder of this Agreement or does not, and the completion or Shareholder’s performance of the transactions contemplated hereby obligations under this Agreement will not: (a) conflict with, or result in any violation of any order, decree or judgment applicable to the Shareholder or by which the Shareholder or any of the Shareholder’s properties or the compliance by the Shareholder with the Shareholder's obligations hereunder will Shares are bound; or (b) result in a any breach of or constitute a default under (with notice or lapse of time, or both) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of: (i) , or result in the creation of any agreement or instrument Encumbrance on, any of the Shares pursuant to any material contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property ’s properties (including the Shares) is bound or assets is boundaffected. The execution and delivery of this Agreement by the Shareholder does not, (ii) any judgmentand the performance of this Agreement by the Shareholder will not, decree, order or award require the material consent of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;third party. (ed) the Subject Shares areThere is (a) no action, and will be at all times up until the Effective Timesuit, free and clear of any Encumbrances that could adversely affect the Plan of Arrangementproceeding, the Arrangement Agreementclaim, arbitration or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or investigation pending before any Governmental Entity or, to the knowledge of Shareholder’s actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) the Shareholder, threatened against or (ii) any of (A) the Shareholder Shareholder’s Affiliates, (B) the Shareholder’s or its Affiliates Affiliates’ respective properties, (C) the Shareholder’s officers or Associates that would reasonably be expecteddirectors (in the case of a corporate entity (in their capacities as such)), either or (D) the Shareholder’s respective partners (in the case of a partnership), in the case of each of (i) and (ii) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for ability to consummate the Shareholder to enter into and perform its obligations hereundertransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Aphria as follows, and acknowledges that the Purchaser Aphria is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Aphria against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionterms; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Aphria or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria or any of their respective affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder representsShareholders severally represent, warrants and, where applicable, covenants to the Purchaser as follows, warrant and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementcovenant that: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all each of the Subject Shares Shareholders has the requisite power, authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth on Schedule A, and (B) all necessary action has been or will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating be taken prior to the pledgeClosing Date on the part of ▇▇▇▇▇▇▇▇ to transfer the right, disposition, Transfer or voting of any title and ownership of the Subject Shares set forth Warrants to Mitel on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject SharesClosing Date; (b) the Shareholder has the full power execution and authority and legal capacity to enter into, execute and deliver delivery of this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of each of the Shareholders. This Agreement and all documents executed or to be executed by the Shareholders pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of each of the Shareholders enforceable against them in the Arrangement Agreementaccordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equity; (c) this Agreement has been duly the execution, delivery, and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance by each of the transactions contemplated hereby Shareholders will not (i) as applicable, constitute a violation of its articles of incorporation or the compliance by the Shareholder with the Shareholder's obligations hereunder will by-laws, each as amended, (ii) result in a the breach of or constitute a default under any provision of: (i) any material agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) constitute a violation of any lawlaw applicable or relating to it or its businesses; (d) no Person, statuteother than Mitel, ordinancehas any agreement, regulation option or rule applicable right to purchase or acquire, or capable of becoming an agreement for the Shareholderpurchase or acquisition of, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunderWarrants; (e) immediately prior to the Subject Shares areclosing of the Merger, ▇▇▇▇▇▇▇▇ will have good and marketable title to the Warrants and will have the exclusive right to dispose of the Warrants. The Warrants will be at all times up until the Effective Time, transferred and sold to Mitel free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement;all Encumbrances; and (f) there are no legal proceedings in progress or pending before any Governmental Entity or, immediately prior to the knowledge closing of the ShareholderMerger, threatened against WCC will have good and marketable title to the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunderSeries B Shares.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Tilray as follows, and acknowledges that the Purchaser Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionterms; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Tilray or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria or any of their respective affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) The Shareholder represents and warrants that: (ia) it is the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all beneficial owner of the Subject Shares set forth on Schedule ASecurities, and no other securities of Oromin; (Bb) it has the sole right to deposit the Subject Securities to the Offer and vote and dispose of the Subject Securities and will own beneficially have the right to deposit the Subject Securities to the Offer and to vote and dispose of any additional subsequently acquired Oromin Shares; (c) none of the Subject Shares acquired after the date of Securities are subject to any voting or tender agreement (other than this Agreement) or adverse claim; (d) no person, in each instancefirm, free and clear or corporation has any agreement or option, or any right or privilege capable of all Encumbrancesbecoming an agreement or option, and (ii) except pursuant heretofor the purchase, there (A) are no options, warrants acquisition or other rights, agreements, arrangements or commitments of any character to which transfer from the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule ASecurities, and there are no voting trusts or voting agreements with respect except for Teranga pursuant to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; ; (e) the Subject Shares are, and Securities to be acquired by Teranga from the Shareholder pursuant to the Offer will be at all times up until the Effective Time, acquired free and clear of any Encumbrances and all mortgages, liens, charges, encumbrances and adverse claims of or against the Shareholder and no security holder approvals are required in order to sell the Subject Securities to Teranga and (f) it has full power and authority to make, enter into and carry out the terms of this Agreement. (b) The Shareholder acknowledges and agrees that could adversely affect Teranga may, in its sole discretion, modify or waive any term or condition of the Plan Offer; provided that Teranga shall not, decrease the consideration per Oromin Share. (c) The Shareholder agrees to notify Teranga of Arrangementany proposal, inquiry or request that the Arrangement Shareholder receives, or of which Shareholder becomes aware, regarding a change of control of Oromin. (d) The Shareholder hereby confirms, covenants and agrees that it has no agreement, commitment or understanding with Teranga in respect of the Offer except as set out in this Agreement and hereby consents to and acknowledges that it will be treated as part of the minority for purposes of any minority approval requirement under Multilateral Instrument 61-101 (or successor provisions or equivalent provisions in other jurisdictions) in any regulatory or court proceedings. (e) The Shareholder hereby agrees that it shall not, from the date hereof until the termination of this Agreement, except in accordance with the terms of this Agreement: (i) acquire direct or the exercise indirect beneficial ownership or fulfillment holding of the rights and obligations of the Purchaser or the Shareholder under this Agreement control or the Arrangement Agreementdirection over any additional Oromin Shares; (fii) there are no legal proceedings in progress any manner, directly or pending before indirectly, seek, or propose, initiate, support, induce, participate with or provide any Governmental Entity or, encouragement or assistance to any other person with respect to or relating to any person seeking or attempting to seek or engage in any activity or act with respect to the knowledge effective control of Oromin, whether as a shareholder or otherwise, either alone or with any other person or persons; (iii) solicit, or arrange or provide assistance to any other person to arrange for the Shareholdersolicitation of, threatened against purchases of or offers to sell Oromin Shares or act in concert or jointly with any other person for the Shareholder purpose of acquiring Oromin Shares or its Affiliates the purpose of affecting the control of Oromin; (iv) assist any person, entity or Associates group in taking or planning any action that would reasonably be expectedcompete with, either individually restrain or otherwise serve to interfere with or inhibit Teranga in connection with the Proposed Transaction; (v) act jointly or in concert with others with respect to voting securities of Oromin for the aggregate, to impair purpose of opposing or competing with Teranga in connection with the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunderProposed Transaction; and (gvi) no consent take any action to encourage or assist any other person to do any of the Shareholder’s spouse is necessary under any applicable Law prohibited acts referred to in order for the Shareholder to enter into and perform its obligations hereunderforegoing provisions of this Section 3.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Tilray as follows, and acknowledges that the Purchaser Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' ’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Tilray or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) since November 20, 2021, the Shareholder has not offered, sold, gifted, assigned, transferred, exchanged, disposed of, pledged, tendered, encumbered, granted a security interest in, hypothecated or otherwise conveyed any Company Shares or securities convertible into Company Shares to any Person; (c) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite spousal and other approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (cd) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (de) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, and will be at all times up until the Effective Time, free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (gh) no consent of if the Shareholder is married, he or she has delivered with this Agreement a Spousal Consent in the form attached hereto as Schedule B, executed by the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder's spouse.

Representations, Warranties and Covenants of the Shareholder. 4.1 2.1 The Shareholder represents, represents and warrants and, where applicable, covenants to the Purchaser as followsSolana, and acknowledges that the Purchaser ▇▇▇▇▇▇ is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Shareholder Support Agreement and the Arrangement Agreementthat: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under has good and sufficient power, authority and right to enter into this Shareholder Support Agreement and to perform the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject SharesShareholder's obligations hereunder; (b) assuming the due execution and delivery of this Shareholder has the full power and authority and legal capacity to enter intoSupport Agreement by ▇▇▇▇▇▇, execute and deliver this Shareholder Support Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes is a legal, valid and binding obligation, obligation of the Shareholder enforceable by the Purchaser ▇▇▇▇▇▇ against the Shareholder in accordance with its terms (subject only to the limitation that the enforceability of any limitation under bankruptcywaiver of statutory rights may be limited by applicable law), insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's its obligations hereunder will result in not constitute a breach violation of or constitute a default under under, or conflict with, any provision of: (i) contract, commitment, agreement, arrangement, understanding or restriction of any agreement or instrument kind to which the Shareholder is a party or by which the Shareholder is bound; (c) the Shareholder is the beneficial owner of, or exercises control or direction over, the Presently Held Securities; and (d) the Presently Held Securities represent all of the GT Shares beneficially owned or over which the Shareholder exercises control or direction. The foregoing representations and warranties will be true and correct on the date hereof and on the date of completion of the Arrangement. 2.2 The Shareholder covenants and agrees with ▇▇▇▇▇▇ that the Shareholder will not, and will use its reasonable commercial efforts to cause its representatives and advisors not to, directly or indirectly take any action that might reasonably be expected to reduce the likelihood of success of the Arrangement, provided that, if the Shareholder is a director or officer of GT, the foregoing provisions of this Section 2.2 shall not restrict the Shareholder from discharging his or her fiduciary duties to GT as a director or officer (or both). 2.3 The Shareholder covenants and agrees with ▇▇▇▇▇▇ that so long as the Shareholder is required to vote the Subject Securities in favour of the Arrangement hereunder, that: (a) except as contemplated herein, it shall not sell, assign, convey, otherwise dispose of or pledge, charge, encumber or grant a security interest in or grant to any other person any interest in any of the Shareholder's property Subject Securities; (b) it shall not exercise any shareholder rights or assets is boundremedies available at common law or pursuant to applicable securities or corporate laws to delay, hinder, upset or challenge the Arrangement; (iic) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable it shall exercise all voting rights attached to the ShareholderSubject Securities to vote against any resolution to be considered by the securityholders of GT that, except in each case as would not if approved, could reasonably be expected, either individually considered to reduce the likelihood of success of the Arrangement; (d) it shall exercise all voting rights attached to the Subject Securities owned or controlled by the Shareholder to cause GT and its subsidiaries to carry on their respective businesses in the aggregate, regular and ordinary course consistent with past practice; and (e) it shall use its reasonable commercial efforts to impair the ability of the Shareholder cause GT to perform its obligations hereunder; (e) the Subject Shares are, and will be at all times up until the Effective Time, free and clear of any Encumbrances that could adversely affect the Plan of Arrangement, under the Arrangement Agreement, or to the exercise or fulfillment of the rights and obligations of the Purchaser or extent such is within its power (subject to any fiduciary duties to which the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably may be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereundersubject).

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder hereby represents, warrants and, where applicable, and covenants to the Purchaser Parent as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) The Shareholder is the beneficial or record owner of, or exercises voting power over, the Shares. The Shares constitute the Shareholder’s entire interest in the outstanding shares of voting securities of the Company and the Shareholder does not hold any other outstanding shares of Company Capital Stock or rights to acquire Company Capital Stock. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) pursuant to a Voting Agreement dated as of January , 2006 with Parent; (ii) if the Shareholder (A) owns beneficially (as such term is defined a partnership, the rights and interest of persons and entities that own partnership interests in Rule 13d-3 the Shareholder under the Exchange Actpartnership agreement governing the Shareholder and applicable partnership law or (iii) if the Shareholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all of times up until the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, Expiration Date free and clear of all Encumbrancesany security interests, and (ii) except pursuant heretoliens, there (A) are no claims, pledges, options, warrants or other rights of first refusal, co-sale rights, agreements, arrangements or commitments limitations on the Shareholder’s voting rights, charges and other encumbrances of any character nature (“Encumbrances”) that would adversely affect the ability of Shareholder to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to perform such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of Shareholder’s obligations under this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;. (b) the The Shareholder has the full power all requisite power, capacity and authority and legal capacity to enter into, execute and deliver into this Agreement and to perform fully the such Shareholder's ’s obligations hereunder under this Agreement. The execution and has received all requisite approvals to execute and deliver delivery of this Agreement by the Shareholder and to perform its obligations hereunder and to complete the consummation by the Shareholder of the transactions contemplated in hereby have been duly authorized by all necessary action, if any, on the Arrangement Agreement; (c) this part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, valid and binding obligationobligation of the Shareholder, enforceable by the Purchaser against the Shareholder in accordance with its terms terms, subject only to any limitation under bankruptcythe effect, insolvency or if any, of (a) applicable bankruptcy and other similar laws affecting the enforcement rights of creditors' rights creditors generally and the discretion that a court may exercise in the granting (b) rules of law governing specific performance, injunctive relief and other equitable remedies such as specific performance and injunction;remedies. (dc) none of the The execution and delivery of this Agreement by the Shareholder of this Agreement or does not, and the completion or Shareholder’s performance of the transactions contemplated hereby obligations under this Agreement will not: (a) conflict with, or result in any violation of any order, decree or judgment applicable to the Shareholder or by which the Shareholder or any of the Shareholder’s properties or the compliance by the Shareholder with the Shareholder's obligations hereunder will Shares are bound; or (b) result in a any breach of or constitute a default under (with notice or lapse of time, or both) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of: (i) , or result in the creation of any agreement or instrument Encumbrance on, any of the Shares pursuant to any contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property ’s properties (including the Shares) is bound or assets is boundaffected. The execution and delivery of this Agreement by the Shareholder does not, (ii) any judgmentand the performance of this Agreement by the Shareholder will not, decree, order or award require the consent of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;third party. (ed) the Subject Shares areThere is (a) no action, and will be at all times up until the Effective Timesuit, free and clear of any Encumbrances that could adversely affect the Plan of Arrangementproceeding, the Arrangement Agreementclaim, arbitration or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or investigation pending before any Governmental Entity or, to the knowledge of Shareholder’s actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) the Shareholder, threatened against or (ii) any of (A) the Shareholder Shareholder’s affiliates, (B) the Shareholder’s or its Affiliates affiliates’ respective properties, (C) the Shareholder’s officers or Associates that would reasonably be expecteddirectors (in the case of a corporate entity (in their capacities as such)), either or (D) the Shareholder’s respective partners (in the case of a partnership), in the case of each of (i) and (ii) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for ability to consummate the Shareholder to enter into and perform its obligations hereundertransactions contemplated by this Agreement.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant heretoas set forth on Schedule A hereto or as otherwise provided hereunder, there there (AY) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (BZ) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under terms, except as may be limited by bankruptcy, insolvency or and other laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion that of a court may exercise in the granting of equitable remedies such as specific performance and injunctioncompetent jurisdiction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (e) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable Securities Laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Purchaser, the Company or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (g) no consent of the Shareholder’s spouse that has not been obtained is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (h) no broker, investment banker, financial advisor or other Person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Purchaser, the Company or any of their respective Affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Avalanche as follows, and acknowledges that the Purchaser Avalanche is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Avalanche against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionterms; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Titan, Avalanche or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Titan, Avalanche or any of their respective Affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Tilray as follows, and acknowledges that the Purchaser Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionterms; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Tilray or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria or any of their respective affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser Aphria as follows, and acknowledges that the Purchaser Aphria is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all EncumbrancesEncumbrances (as hereinafter defined), and (ii) except pursuant hereto, there there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's ’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser Aphria against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionterms; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's ’s obligations hereunder will result in a breach of or constitute a default under any provision of: of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder; (ef) the Subject Shares are, are and will be at all times up until the Effective Time, Time free and clear of any Encumbrances security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser Aphria or the Shareholder under this Agreement or the Arrangement Agreement; (fg) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and; (gh) no consent of the Shareholder’s spouse is necessary under any applicable Law “community property” or other Laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; and (i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria or any of their respective affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of the Shareholder.

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreementthat: (a) (i) the Shareholder has the requisite power, authority and capacity to enter into this Agreement (Aand all other agreements and documents required to be delivered hereunder) owns beneficially (as such term is defined on the terms and conditions herein set forth and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder to convert the Series A Shares in Rule 13d-3 under the Exchange Act) accordance with this Agreement and to otherwise comply with all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of Shareholder's obligations pursuant to this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full power execution and authority and legal capacity to enter into, execute and deliver delivery of this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in the Arrangement Agreementaccordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and subject to general principles of equity; (c) the execution, delivery, and performance of this Agreement has been duly and validly executed and delivered by the Shareholder andwill not (i) constitute a violation of its articles of incorporation or by-laws, constitutes a legaleach as amended, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise (ii) result in the granting of equitable remedies such as specific performance and injunction; (d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will result in a breach of or constitute a default under any provision of: (i) any material agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) constitute a violation of any lawlaw applicable or relating to it or its businesses; (d) no Person, statuteother than Mitel, ordinancehas any agreement, regulation option or rule applicable right to purchase or acquire, or capable of becoming an agreement for the Shareholder, except in each case as would not reasonably be expected, either individually purchase or in the aggregate, to impair the ability acquisition of the Shareholder to perform its obligations hereunder;Series 2 Warrant; and (e) the Subject Shareholder has good and marketable title to the Series A Shares are, and will be at all times up until the Effective Time, free Series 2 Warrant and clear of any Encumbrances that could adversely affect has the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment exclusive right to dispose of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder.Series 2

Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder hereby represents, warrants and, where applicable, and covenants to the Purchaser Parent as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) The Shareholder is the beneficial or record owner of, or exercises voting power over, the Shares. The Shares constitute the Shareholder's entire interest in the outstanding shares of voting securities of Parent and the Shareholder does not hold any other outstanding shares of capital stock of Parent. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if the Shareholder (A) owns beneficially (as such term is defined a partnership, the rights and interest of persons and entities that own partnership interests in Rule 13d-3 the Shareholder under the Exchange Actpartnership agreement governing the Shareholder and applicable partnership law or (ii) if the Shareholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all of times up until the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, Expiration Date free and clear of all Encumbrancesany security interests, and (ii) except pursuant heretoliens, there (A) are no claims, pledges, options, warrants or other rights of first refusal, co-sale rights, agreements, arrangements or commitments limitations on the Shareholder's voting rights, charges and other encumbrances of any character to which nature ("Encumbrances") that would adversely affect the Shareholder is a party Merger or subject relating to the pledge, disposition, Transfer exercise or voting of any fulfillment of the Subject Shares rights and obligations of Parent under the Merger Agreement or of the parties to this Agreement. The Shareholder's principal residence or place of business is set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;signature page hereto. (b) the The Shareholder has the full power all requisite power, capacity and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver into this Agreement and to perform its obligations hereunder under this Agreement. The execution and to complete delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated in hereby have been duly authorized by all necessary action, if any, on the Arrangement Agreement; (c) this part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, valid and binding obligationobligation of the Shareholder, enforceable by the Purchaser against the Shareholder in accordance with its terms terms, subject only to any limitation under bankruptcythe effect, insolvency or if any, of (a) applicable bankruptcy and other similar laws affecting the enforcement rights of creditors' rights creditors generally and the discretion that a court may exercise in the granting (b) rules of law governing specific performance, injunctive relief and other equitable remedies such as specific performance and injunction;remedies. (dc) none of the The execution and delivery of this Agreement by the Shareholder of this Agreement or does not, and the completion or Shareholder's performance of the transactions contemplated hereby obligations under this Agreement will not: (a) conflict with, or the compliance by result in any violation of any order, decree or judgment applicable to the Shareholder with or by which the Shareholder or any of the Shareholder's obligations hereunder will properties or the Shares are bound; or (b) result in a any breach of or constitute a default under (with notice or lapse of time, or both) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of: (i) , or result in the creation of any agreement or instrument Encumbrance on, any of the Shares pursuant to any contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property properties (including the Shares) is bound or assets is boundaffected. The execution and delivery of this Agreement by the Shareholder does not, (ii) any judgmentand the performance of this Agreement by the Shareholder will not, decree, order or award require the consent of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;third party. (ed) the Subject Shares areThere is (a) no action, and will be at all times up until the Effective Timesuit, free and clear of any Encumbrances that could adversely affect the Plan of Arrangementproceeding, the Arrangement Agreementclaim, arbitration or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement; (f) there are no legal proceedings in progress or investigation pending before any Governmental Entity or, to the knowledge of Shareholder's actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) the Shareholder, threatened against or (ii) any of (A) the Shareholder Shareholder's affiliates, (B) the Shareholder's or its Affiliates affiliates' respective properties, (C) the Shareholder's officers or Associates that would reasonably be expecteddirectors (in the case of a corporate entity (in their capacities as such)), either or (D) the Shareholder's respective partners (in the case of a partnership), in the case of each of (i) and (ii) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the Shareholder's ability of to consummate the Shareholder to enter into transactions contemplated by this Agreement and to perform its obligations hereunder; and (g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunderAgreement.