Common use of Without limiting the generality of Section Clause in Contracts

Without limiting the generality of Section. 5.1(a), and except as otherwise expressly provided in this Agreement between the date hereof and the Closing Date, neither the Company nor any of its Subsidiaries will, without the prior written consent of Lead Investor: (i) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendment; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (A) split, combine, or reclassify any shares of its capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise acquire any securities of the Company or any of its Subsidiaries; (iv) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties; (v) take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfied; (vi) agree or commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), and except as otherwise expressly provided in during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither except (i) with the express prior written consent of the Purchaser, acting reasonably, (ii) as contemplated or permitted by this Agreement, or (iii) as set out in Section 4.1(2) of the Company nor Disclosure Letter, the Company shall not, and the Company shall not permit any of its Subsidiaries willto, without the prior written consent of Lead Investordirectly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentConstating Documents; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, consolidate or reclassify any shares of its capital stock; (B) stock or declare, set aside, aside or pay any dividend or make any other distribution or payment thereon (whether in cash, stock, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security; (c) in respect redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock; stock or any of its outstanding securities; (Cd) make any other actualissue, constructivedeliver, sell, pledge or otherwise encumber, or deemed distribution in respect authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or otherwise make any payments to stockholders other equity or voting interests (including issued Company Shares held by the Company in their capacity as such; or (D) redeem, repurchasetreasury), or otherwise acquire any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Company Shares, except for the issuance of Company Subordinate Voting Shares and Company Multiple Voting Shares issuable upon the exercise or settlement of Company Options, Company RSUs, and Company Warrants, in each case that are outstanding on the date of this Agreement or upon the conversion of Company Super Voting Shares or Company Multiple Voting Shares into Company Subordinate Voting Shares, in each case that are outstanding on the date of this Agreement or issued in accordance with this subsection (d); (e) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person; ​ ​ (f) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (ivg) fail enter into any Contract with any Person that has obligations for the Company and/or its Subsidiaries in excess of $300,000, other than for capital expenditures as permitted in Section 4.1(2)(j); (h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $300,000 for all such transactions, other than (i) inventory acquired in the Ordinary Course; (ii) assets in connection with the Ordinary Course operation of the Company Business; and (iii) as otherwise permitted under the terms of this Agreement; (i) sell, pledge, lease, dispose of, lose the right to comply use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company and its Subsidiaries having a book or fair market value greater than $150,000 individually or $1,500,000 in the aggregate, other than inventory sold in the Ordinary Course; (j) other than as set out in Section 4.1(2)(j) of the Company Disclosure Letter, make any capital expenditure or commitment to do so which, individually exceeds $150,000 or in the aggregate exceeds $3,000,000; (k) other than under the Credit Agreement, amend or modify, or terminate or waive any material right under, any Material Contract; (l) enter into any contract or agreement with a term of more than 12 months, except for contracts or agreements that are not Material Contracts that are entered into in the Ordinary Course; (m) amend, modify or terminate any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement outside the Ordinary Course, provided, however, that this Section 4.1(2)(l) shall not prohibit the Company from (i) making changes to the terms of any material insurance (or re-insurance) policy in connection with, or replacing any existing policy with a substantially policy to the extent that it can be obtained on a commercially reasonable basis in connection with, a renewal or termination of an existing insurance (or re-insurance) policy, or (ii) in the event that a current insurer no longer will provide the scope or level of insurance currently provided of its own volition (for instance, if the insurer will no longer provide insurance in the cannabis industry); (n) increase any coverage under any directors’ and officers’ insurance policy other than as contemplated under Section 4.9; (o) other than under the terms and conditions of and pursuant to the Credit Agreement in effect on the date hereof, prepay any indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, except as permitted pursuant to the Credit Agreement; ​ ​ (p) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of the Company in the Ordinary Course; (q) enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (r) make any material Tax election or designation, settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any Law right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law; (s) make any material change in the Company’s methods of accounting, except as required by Laws or concurrent changes in U.S. GAAP; (t) grant or implement any increase in the rate of wages, salaries, bonuses or other remuneration of any Company Employee or independent contractor earning total compensation in excess of $150,000 annually or make any bonus or profit sharing distribution or similar payment of any kind with respect to any Company Employee or independent contractor, except: (i) as may be required by a Contract listed in Section 1.1(ll) of the Company Disclosure Letter, with such requirements described in such Section 1.1(ll); or (ii) annual increases in base wages and salaries made in the Ordinary Course; (u) (i) adopt, enter into or amend any Employee Plan; (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries that is not required under the terms of any Employee Plan or agreement in effect on the date of this Agreement; (iii) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or their respective assets to any Company Employee; (iv) make any determination under any Employee Plan that is not in the Ordinary Course; or properties(v) take or propose any action to effect any of the foregoing; (v) cancel, waive, release, assign, settle or compromise any claims or rights of material value or take any action, material action or knowingly omit fail to take any action, action in any material respect that would or would reasonably be expected to result in termination of any material claims or rights other than as set out below in Section 4.1(2)(w); (iw) commence, waive, release, assign, settle, compromise or settle any representation litigation, proceeding or warranty governmental investigation relating to the Company or any of its Subsidiaries, any Company Assets or the Company’s business in excess of an aggregate amount of $5,000,000, net of insurance proceeds, other than settlements in amounts for matters that have been specifically reserved for in the Company’s September 30, 2021 financial statements included in the Company Filings prior to the date hereof; (x) enter into any material Contract with a Person (other than a wholly-owned Subsidiary or NFP of the Company) that does not deal at arm’s length with the Company (other than as permitted by Section 4.1(2)(g)); ​ ​ (y) commit to or enter into any new arrangements, agreements or understandings or modify any existing arrangements, agreements or understandings between the Company and any Company Shareholder or holder of convertible securities of the Company set forth in Section 3 becoming untrue owning or (ii) controlling more than 1% of any class of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedoutstanding Company Shares, as applicable; (viz) agree cease taking or commit take any action that may have a material adverse effect on the Company’s CSE listing; (aa) fail to agree timely make any required material filing or material notification under Securities Laws or fail to meet the form and disclosure requirements for any required filing under Securities Laws in any material respect; or (bb) authorize, agree, resolve or otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a)6.1(a) above, and except as otherwise expressly provided in or permitted by this Agreement or set forth in the Company Disclosure Letter, the Company covenants and agrees that between the date hereof of this Agreement and the Closing Date, neither Effective Time the Company shall not, nor shall the Company permit any of its the Subsidiaries willto, without the prior written consent of Lead Investor: Parent (i) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant other than regularly scheduled quarterly dividends not to Section 6.5exceed $.04 per share of Company Common Stock per fiscal quarter, amend its articles of incorporationdeclare or pay any dividends on or make other distributions (whether in cash, certificate of incorporation stock or bylaws (or other applicable organizational or governance documentproperty) or take any action in respect of such amendment; any of its capital stock, except for dividends by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company, (ii) split, combine or reclassify any of its capital stock or issue or authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through propose the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into in respect of, in lieu of or exercisable or exchangeable in substitution for any stock or any equity equivalents (including any stock options or stock appreciation rights); shares of its capital stock; (iii) (A) split, combine, repurchase or reclassify otherwise acquire any shares of its capital stock; (Biv) declareissue, set asidedeliver or sell, or pay any dividend authorize or make any other distribution propose the issuance, delivery or payment (whether in cashsale of, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeemstock, repurchaseincluding Company Preferred Stock, or otherwise any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding as of the Company or any date of its Subsidiaries; (iv) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties; this Agreement, (v) take any actionaction that would, or knowingly omit to take any action, that would or would could reasonably be expected to to, result in any of the conditions set forth in Article VII not being satisfied; (ivi) amend the Company Charter Documents and the organizational documents of the Subsidiaries; (vii) create, assume or incur any representation indebtedness for borrowed money or warranty guaranty any such indebtedness of another person, other than (A) borrowings under existing lines of credit (or under any refinancing of such existing lines) or (B) indebtedness owing to, or guaranties of indebtedness owing to, the Company; (viii) make any loans or advances to any other Person other than loans or advances between any Subsidiaries of the Company or between the Company and any of the Subsidiaries and other than loan or advances made in the ordinary course of business consistent with past practices; (ix) except in the ordinary course of business, mortgage or pledge any of its assets or properties; (x) merge or consolidate with any other entity in any transaction, or sell any business or assets in a single transaction or series of transactions in which the aggregate consideration is $500,000 or greater, other than the sale of obsolete assets in the ordinary course of business; (xi) change its accounting policies except as required by applicable Laws or GAAP; (xii) make any change in employment terms for any of its directors or officers; (xiii) alter, amend, create or terminate any obligations, other than those incurred or entered into in the ordinary course of business, with respect to compensation, severance, benefits, change of control payments or any other payments to employees, directors or Affiliates of the Company or the Subsidiaries or enter into any new, or amend any existing Employee/Consulting Agreement; provided that any new, or amendments to existing, Employee/Consulting Agreements may be entered into with non-officers in the ordinary course of business; (xiv) alter, amend, create or terminate any Current Company Benefit Plan except those required by Law or as contemplated in Section 6.16; (xv) establish, adopt or amend any collective bargaining agreement; (xvi) other than with respect to letters of credit and bonds listed in Section 4.18 of the Company Disclosure Letter, amend or cancel or agree to the amendment or cancellation of any contract set forth in Section 3 becoming untrue 4.18 of the Company Disclosure Letter, (xvii) pay, loan or advance (other than the payment of compensation, directors' fees or reimbursement of expenses in the ordinary course of business) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement with, any of its officers or directors or any Affiliate or Associate of any of its officers or directors; (xviii) form or commence the operations of any business or any corporation, partnership, joint venture, business association or other business organization or division thereof; (xix) make any material tax election (other than in the ordinary course of business consistent with past practice) or settle or compromise any tax liability involving amounts in excess of $100,000 in the aggregate; or (iixx) pay, discharge, settle or satisfy any of the conditions to the Litigation, liabilities or obligations of Lead Investor set forth in Section 6 not being fully satisfied; (vi) agree whether absolute, accrued, asserted or commit to agree (in writing unasserted, contingent or otherwise) to do any involving amounts in excess of $150,000 more than amounts, if any, reserved on the foregoing; or (vii) carry on any trade or business in the United StatesCompany Financial Statements.

Without limiting the generality of Section. 5.1(a4.1(1), the Company shall use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the present employees and except as otherwise expressly provided in this Agreement between agents of the date hereof Company and maintain good relations with, and the Closing Dategoodwill of, neither suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with the Company nor any of its Subsidiaries willand, without except with the prior written consent of Lead Investorthe Purchaser, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles Constating Documents or, in the case of incorporationany of its Subsidiaries which is not a corporation, certificate of incorporation or bylaws (or other applicable its similar organizational or governance document) or take any action in respect of such amendmentdocuments; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify any shares of its capital stock; (B) stock or declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in respect or amend any term of any outstanding debt security; (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock; ; (Cd) make any other actualissue, constructivedeliver, sell, pledge or otherwise encumber, or deemed distribution in respect authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; other equity or (D) redeem, repurchasevoting interests, or otherwise acquire any securities options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Common Shares, except for the issuance of Common Shares issuable upon the exercise of the currently outstanding Company Options and Company Warrants, in each case, as specified in Sections 6(a), 6(b) and 6(c) of the Company Disclosure Letter, in accordance with the terms thereof; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $50,000 and subject to a maximum of $100,000 for all such transactions; (f) sell, lease, transfer or otherwise dispose of any of its Subsidiariesassets except for (i) assets which are obsolete and which individually or in the aggregate do not exceed $100,000, or (ii) inventory rented or sold in the Ordinary Course; (ivg) fail other than (i) those capital expenditures as set out in the Company's FY2018 budget, which individually or in the aggregate do not exceed $100,000, or (ii) as may be consented to comply by the Purchaser after the date of this Agreement, such consent not to be unreasonably withheld, make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $100,000; (h) other than as set forth in Section 4.1(2)(h) of the Company Disclosure Letter, prepay any material long-term indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof; (i) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect with to the liabilities or obligations of, any Person; (j) enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (k) make any bonus or profit sharing distribution or similar payment of any kind, other than in respect of the bonuses or similar payments in respect of the fiscal year ended June 30, 2017, the aggregate of which amounts shall not exceed the amount set out in Section 4.1(2)(k) of the Company Disclosure Letter; (l) make any change in the Company's methods of accounting, except as required by concurrent changes in GAAP; (m) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees; (n) except as required by Law applicable or by the terms of the Employee Plans or Contracts in effect on the date of this Agreement: (i) adopt, enter into or amend any Employee Plan; (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries or their respective assets to any Company Employee other than in the Ordinary Course, in the case of a Company Employee who is not a director or properties; officer of the Company) that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (iii) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or to any Company Employee; (iv) make any material determination under any Employee Plan that is not in the Ordinary Course; or (v) take or propose any action to effect any of the foregoing; (o) cancel, waive, release, assign, settle or compromise any material claims or rights; (p) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company; (q) amend or modify in any material respect, or terminate or waive any material right under, any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; (r) enter into, amend or modify any union recognition agreement, collective bargaining agreement or similar agreement with any trade union or representative body (including any letters or memorandums of understanding, letters of intent or other written communications with bargaining agents); (s) except as contemplated in Section 4.8 amend, modify or terminate any material insurance policy of the Company or any of its Subsidiaries in effect on the date of this Agreement; (t) change or revoke any material Tax election; change any material method of accounting for Tax purposes; settle or compromise any action, suit, claim, investigation or knowingly omit proceeding in respect of material Taxes; file any amended Tax Return or fail to take duly and timely file all Tax Returns and other documents required to be filed in accordance with past practice (taking into account any action, that would extension of time within which to file such Tax Return); waive any statute of limitations for any Tax claim or would reasonably be expected assessment; make any request for a ruling related to result Taxes; incur any liability for Taxes other than in (i) the Ordinary Course; surrender any representation right to claim a refund of Taxes; or warranty enter into any contractual obligation in respect of the Company set forth in Section 3 becoming untrue or (ii) material Taxes with any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfied;Governmental Authority; or (viu) agree authorize, agree, resolve or commit to agree (otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), subject to Law, the Company covenants and except as otherwise expressly provided in agrees that, during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither except with the express prior written consent of the Purchaser or as required or permitted by this Agreement, the Company nor any shall use its reasonable commercial efforts to maintain and preserve intact the current business organization, assets, properties and business of the Company and its Subsidiaries, maintain in effect all material Authorizations of the Company, keep available the services of the present employees and agents of the Company and its Subsidiaries willand maintain good relations with, without and the goodwill of, employees, suppliers, customers, creditors and all other Persons having business relationships with the Company and its Subsidiaries and, except with the prior written consent of Lead Investorthe Purchaser, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentConstating Documents; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, consolidate or reclassify any shares of its capital stock; (B) , undertake any capital reorganization or declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in respect of its capital stock; ); (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (Dc) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities shares of its capital stock or reduce the stated capital in respect of the Common Shares or any other shares of the Company and its Subsidiaries; (d) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, securities, options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or any of its Subsidiaries, except for the issuance of Common Shares (i) issuable upon the exercise of the currently outstanding Company Options or (ii) pursuant to outstanding Company RSUs pursuant to the Company RSU Plan; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses; (f) reorganize, amalgamate, combine or merge the Company with any other Person; (g) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (ivh) fail sell, pledge, lease, dispose of, surrender, lose the right to comply use, mortgage, license, encumber or otherwise dispose of or transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company or its Subsidiaries having a value greater than $1,000,000 in the aggregate; (i) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $1,000,000; (j) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (k) prepay any long-term indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $1,000,000; provided that any indebtedness created, incurred, refinanced, assumed or for which the Company or any Subsidiary becomes liable in accordance with the foregoing shall be prepayable at the Effective Time without premium, penalty or other incremental costs (including breakage costs) in excess of $1,000,000, in the aggregate; (l) enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (m) make any bonus or profit sharing distribution or similar payment of any kind except as may be required by the terms of a Contract listed in Section 4.1(2)(m) of the Company Disclosure Letter; (n) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any Company Employees except as may be required by a Contract listed in Section 4.1(2)(n) of the Company Disclosure Letter; (o) except as required by IFRS, make any change in the Company’s methods of accounting; (p) make any material Tax election, information schedule, return or designation, except as required by Law and in a manner consistent with past practice, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or reporting income, deductions or accounting for income Tax purposes except as may be required by Law; (q) create, enter into or increase any severance, change of control or termination pay to (or amend any existing arrangement with) any Company Employee, director or executive officer of the Company or change the benefits payable under any existing severance or termination pay policies with any Law applicable Company Employee, director or executive officer of the Company; (r) except as required by Law: (i) adopt, enter into or amend any Employee Plan (other than entering into an employment agreement in the Ordinary Course with a new Company Employee who was not employed by the Company or a Subsidiary on the date of this Agreement); (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries or their respective assets to any Company Employee that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (iii) grant, accelerate, increase or properties; otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or to any Company Employee; (iv) make any material determination under any Employee Plan that is not in the Ordinary Course; or (v) take or propose any actionaction to effect any of the foregoing; (s) cancel, waive, release, assign, settle or knowingly omit to take compromise any actionmaterial claims or rights; (t) commence, that would waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $500,000 in the aggregate or which would reasonably be expected to result in (i) any representation impede, prevent or warranty delay the consummation of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedtransactions contemplated by this Agreement; (vi) agree or commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), and except as otherwise expressly provided in this Agreement between the date hereof and the Closing Date, neither the Company nor any of its Subsidiaries willcovenants and agrees that, without during the Interim Period, except: (i) with the prior written consent of Lead Investorthe Purchaser, not to be unreasonably withheld, delayed or conditioned; (ii) as required or contemplated by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles Constating Documents or, in the case of incorporationany Subsidiary which is not a corporation, certificate of incorporation or bylaws (or other applicable its similar organizational or governance document) or take any action in respect of such amendmentdocuments; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify any shares of its capital stock; (B) stock or declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in respect or amend any term of any outstanding debt security; (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock; stock or the capital stock of its Subsidiaries; (Cd) enter into, or cause any acceleration, amendment, termination (partial or complete), modification or cancellation of, or grant any waiver or give any consent or release with respect to, any Contract (or series of related Contracts) providing for the payment of more than USD$50,000 in the aggregate in any 12-month period; (i) issue any note, bond or other debt security, (ii) create, incur, assume or guarantee, or (iii) make any other actualvoluntary purchases, constructivecancellations, prepayments or complete or partial discharges in advance of a scheduled payment date with respect to, or deemed distribution grant any waiver of any right of the Company or such Subsidiary, in each case with respect to any indebtedness involving, individually or in the aggregate, more than USD$50,000; (f) issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests, including the capital stock of its Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or other rights that are linked to the price or the value of Company Common Shares except for the issuance of Company Common Shares issuable upon the exercise of the currently outstanding Company Options; (g) amend the terms of any of its securities, reduce the capital of any of its securities or otherwise enter into any transaction that would reduce the “paid-up capital” (within the meaning of the Tax Act) of Company Common Shares; (h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any payments investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (i) acquisition of assets in the Ordinary Course which individually or in the aggregate do not exceed US$50,000 or pursuant to stockholders a Contract in their capacity existence on the date hereof and as such; described in Section 4.1(2)(h) of the Company Disclosure Letter; (i) make any loan or advance to (Dother than expense advancements in the Ordinary Course), or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, in each case in excess of USD$25,000 in the aggregate; (j) redeemmake any change in the Company’s methods of accounting, repurchaseexcept as required by concurrent changes in GAAP, as required by a Governmental Entity or as disclosed in the Company Financial Statements; (k) sell, lease, transfer, license, mortgage, or otherwise dispose of any Company Assets except for (i) assets which are obsolete and which individually or in the aggregate do not exceed USD$25,000, or (ii) inventory sold in the Ordinary Course; (l) transfer, assign or grant any license or sublicense of any rights under or with respect to any Company Intellectual Property, or modify any rights in respect of third party-owned trade or service marks or brand names, other than in the Ordinary Course; (m) enter into any joint venture or similar agreement, arrangement or relationship; (n) make any operating expenditure, capital expenditure or commitment to do so in excess of USD$50,000 individually or USD$500,000 in the aggregate other than as set forth in Section 4.1(2)(n) of the Company Disclosure Letter; (o) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness or guarantees thereof; (p) except in the Ordinary Course in respect of employees other than officers or directors of the Company or any Subsidiary and except as set forth in Section 4.1(2)(p) of the Company Disclosure Letter, (i) grant any bonuses, whether monetary or otherwise, or increase any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change the terms of employment for, or terminate, any officer, directors, manager, key employee or group of employees, or (iii) act to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directors, manager, independent contractor or consultant; (q) except in the Ordinary Course in respect of employees other than officers or directors of the Company or any Subsidiary, adopt, amend, modify or terminate any (i) employment, severance, retention or other agreement with any current or former employee, officer, directors, manager, independent contractor or consultant or (ii) Company Benefit Plan; (r) adopt any plan of merger, consolidation, amalgamation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal, state or provincial bankruptcy or similar Law or consent to the filing of any bankruptcy petition against it under any bankruptcy or similar Law; (s) in respect of any Company Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or value or amend, modify or change, or agree to amend, modify or change, in any material respect, any Contract relating to the ownership or lease of the Company Real Property, any existing Authorization or any Company Intellectual Property; (t) grant any Lien (other than Permitted Liens) on any of the Company Assets; (u) (i) make or rescind any material Tax election or designation, amend, in any manner adverse to the Company, any Tax Return, (ii) settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, (iii) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; (iv) enter into any agreement with or request an advance ruling or determination from a Governmental Entity with respect to Taxes; (v) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, or (vi) consent to the extension of waiver of the limitation period applicable to any Tax matter; (v) purchase, lease or otherwise acquire the right to own, use or lease any securities property or assets for an amount in excess of USD$10,000, individually (in the case of a lease, per annum), or USD$50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course; (w) enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (x) make any bonus or profit sharing distribution or similar payment of any kind except as may be required by the terms of a Contract listed in Section 4.1(2)(x) of the Company Disclosure Letter; (y) except as disclosed in the Company Disclosure Letter or required by Law: (i) increase any compensation, bonus levels, benefits, severance, change of control, termination or other pay or benefits payable (or improvements to notice or pay in lieu of notice) to (or amend any existing arrangement with) any current or former Company Employee or any current or former director or 5% or greater shareholder of the Company or any of its Subsidiaries; (ii) increase the benefits payable under any existing severance or termination pay policies with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (iii) increase the benefits payable under any employment agreements with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (iv) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (v) adopt any new Employee Plan or any amendment or modification of an existing Employee Plan; (vi) increase or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Employee Plan; (vii) grant any equity, equity-based or similar awards; or (viii) reduce the Company’s or its Subsidiaries work force except in the Ordinary Course; (ivz) enter into any agreement or arrangement that limits or otherwise restricts the Company, any of its Subsidiaries, any of their respective affiliates or any of their respective successors, or that would, after the Effective Time, limit or restrict the Company, any of its Subsidiaries, any of their respective affiliates or any of their respective successors from engaging in any line of business or carrying on business in any geographic area or the scope of Persons to whom any such Persons may sell products or services or acquire products or services from; (aa) enter into or amend any Contract with any broker, finder or investment banker including any amendment of any of the Contracts listed in Section 4.1(2)(aa) of the Company Disclosure Letter; (bb) cancel, waive, release, assign, settle or compromise any material claims or rights of the Company or its Subsidiaries; (cc) compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of the Company or its Subsidiaries in excess of an aggregate amount of USD$25,000, other than as set forth in Section 4.1(2)(cc) of the Company Disclosure Letter; (dd) amend or modify, or terminate or waive any right under, any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; (ee) take any action or fail to comply take any action which action or failure to act could result in the loss, expiration or surrender of, or the loss of any material respect benefit under, or could reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable diligence any pending applications to any Governmental Entities for any Authorizations; (ff) enter into, amend or modify any union recognition agreement, Collective Agreement or similar agreement with any Law applicable trade union or representative body; (gg) except as contemplated in Section 4.9 [Insurance and Indemnification] amend, modify or terminate any material insurance policy of the Company or any Subsidiary in effect on the date of this Agreement; (hh) enter into any Contract with a Person that does not deal at arms’ length with the Company and its Subsidiaries or with any director or officer of the Company or any Person that owns more than 5% of the outstanding Company Common Shares (or with any of such Persons’ respective associates or affiliates); (ii) materially change its business or regulatory strategy; (jj) knowingly take any action or permit inaction or enter into any transaction that could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost ‘‘bump’’ pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in respect of the securities of any affiliates or Subsidiaries and other non-depreciable capital property owned by the Company or any of its Subsidiaries on the date hereof, upon an amalgamation or winding-up of the Company or any of its Subsidiaries (or any of their respective assets or propertiessuccessors); (vkk) take incur any action, indebtedness or knowingly omit to take any action, that would other amounts payable between or would reasonably be expected to result in (i) any representation or warranty of among the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedand/or its Subsidiaries; (vill) agree enter into any Contracts with another Person to purchase a majority interest in or commit substantially all of the assets of another entity (or to agree acquire an option to purchase a majority interest in or substantially all of the assets of another entity); or (mm) authorize, agree, resolve or otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing or authorize, or take or agree to take (or fail to take) any action with respect to the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), subject to applicable law, the Company covenants and except as otherwise expressly provided in agrees that, during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither except with the express prior written consent of the Purchaser or as required or permitted by this Agreement, the Company nor any shall use its reasonable commercial efforts to maintain and preserve intact the current business organization, assets, properties and business of the Company, its Subsidiaries, keep available the services of the present employees and agents of the Company and its Subsidiaries willand maintain good relations with, without and the goodwill of, suppliers, customers, landlords, creditors, distributors, dealer-owners and all other Persons having business relationships with the Company and its Subsidiaries and, except with the prior written consent of Lead Investorthe Purchaser, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate articles of incorporation amalgamation or bylaws (or other applicable by-laws or, in the case of any Subsidiary which is not a corporation, its similar organizational or governance document) or take any action in respect of such amendmentdocuments; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify any shares of its capital stock; (B) declare, set aside, the Company or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or Subsidiary; (Dc) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities shares of capital stock of the Company or any of its Subsidiaries; (ivd) fail issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, securities, options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or any of its Subsidiaries, except for the issuance of Common Shares issuable (i) upon the exercise of the currently outstanding Options and Warrants and (ii) pursuant to comply outstanding RSUs and DSUs, in each case specified in Section 3.1(6)(b), (c) or (f) of the Company Disclosure Letter; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses; (f) reorganize, amalgamate or merge the Company or any Subsidiary; (g) reduce the stated capital of the shares of the Company or any of its Subsidiaries; (h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (i) sell, pledge, lease, dispose of, surrender, lose the right to use, mortgage, license, encumber or otherwise dispose of or transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company or its Subsidiaries having a value greater than $100,000 in the aggregate, other than inventory sold in the Ordinary Course; (j) Except as set out in the Company Disclosure Letter, make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $100,000; (k) make any material Tax election, information schedule, return or designation, except as required by Law and in a manner consistent with past practice, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Entity with respect with to Taxes, surrender any Law right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or reporting income, deductions or accounting for income Tax purposes except as may be required by Law; (l) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (m) prepay any long-term indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $100,000 other than (i) in connection with advances in the Ordinary Course under the Company’s or any Subsidiary’s existing credit facilities, or (ii) indebtedness entered into in the Ordinary Course; provided that any indebtedness created, incurred, refinanced, assumed or for which the Company or any Subsidiary becomes liable in accordance with the foregoing shall be prepayable at the Effective Time without premium, penalty or other incremental costs (including breakage costs) in excess of $100,000, in the aggregate or (iii) debt financing from Canadian government authorities; (n) enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (o) make any bonus or profit sharing distribution or similar payment of any kind; (p) make any change in the Company’s methods of accounting, except as required by concurrent changes in GAAP; (q) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any Company Employees; (r) except as required by Law: (i) adopt, enter into or amend any Employee Plan (other than entering into an employment agreement in the Ordinary Course with a new employee who was not employed by the Company or a Subsidiary on the date of this Agreement); (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries or their respective assets to any Company Employee that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (iii) grant, accelerate, increase or propertiesotherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or to any Company Employee; (iv) make any material determination under any Employee Plan that is not in the Ordinary Course; or (v) take or propose any action to effect any of the foregoing; (s) cancel, waive, release, assign, settle or compromise any material claims or rights; (t) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations in excess of an amount of $100,000 individually or $250,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement; (u) amend or modify or terminate or waive any right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; (v) enter into, amend or modify any union recognition agreement, Collective Agreement or similar agreement with any trade union or representative body; (w) except as contemplated in Section 4.9, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect; (x) in respect of any Company Assets, waive, release, surrender, let lapse, grant or transfer any material right or value or amend, modify or change, or agree to amend, modify or change, in any material respect any existing material Authorization, right to use, lease, contract, production sharing agreement, Intellectual Property, or other material document; (y) abandon or fail to diligently pursue any application for any material Authorizations, licenses, leases, or registrations or take any action, or knowingly omit fail to take any action, that would could lead to the termination of any material Authorizations, licenses, leases or would reasonably be expected to result registrations; (z) enter into or amend any Contract with any broker, finder or investment banker, including any amendment of any of the Contracts listed in (iSection 8.3(2) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfied;Disclosure Letter; or (viaa) agree authorize, agree, resolve or commit to agree (otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), and except as otherwise expressly provided in during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither except (i) with the express prior written consent of the Purchaser, acting reasonably, (ii) as contemplated or permitted by this Agreement, or (iii) as set out in Section 4.1(2) of the Company nor Disclosure Letter, the Company shall not, and the Company shall not permit any of its Subsidiaries willto, without the prior written consent of Lead Investordirectly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentConstating Documents; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, consolidate or reclassify any shares of its capital stock; (B) stock or declare, set aside, aside or pay any dividend or make any other distribution or payment thereon (whether in cash, stock, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security; (c) in respect redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock; stock or any of its outstanding securities; (Cd) make any other actualissue, constructivedeliver, sell, pledge or otherwise encumber, or deemed distribution in respect authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or otherwise make any payments to stockholders other equity or voting interests (including issued Company Shares held by the Company in their capacity as such; or (D) redeem, repurchasetreasury), or otherwise acquire any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Company Shares, except for the issuance of Company Subordinate Voting Shares and Company Multiple Voting Shares issuable upon the exercise or settlement of Company Options, Company RSUs, and Company Warrants, in each case that are outstanding on the date of this Agreement or upon the conversion of Company Super Voting Shares or Company Multiple Voting Shares into Company Subordinate Voting Shares, in each case that are outstanding on the date of this Agreement or issued in accordance with this subsection (d); (e) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person; (f) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (ivg) fail enter into any Contract with any Person that has obligations for the Company and/or its Subsidiaries in excess of $300,000, other than for capital expenditures as permitted in Section 4.1(2)(j); (h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $300,000 for all such transactions, other than (i) inventory acquired in the Ordinary Course; (ii) assets in connection with the Ordinary Course operation of the Company Business; and (iii) as otherwise permitted under the terms of this Agreement; (i) sell, pledge, lease, dispose of, lose the right to comply use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of the Company or of any of its Subsidiaries or any interest in any assets of the Company and its Subsidiaries having a book or fair market value greater than $150,000 individually or $1,500,000 in the aggregate, other than inventory sold in the Ordinary Course; (j) other than as set out in Section 4.1(2)(j) of the Company Disclosure Letter, make any capital expenditure or commitment to do so which, individually exceeds $150,000 or in the aggregate exceeds $3,000,000; (k) other than under the Credit Agreement, amend or modify, or terminate or waive any material right under, any Material Contract; (l) enter into any contract or agreement with a term of more than 12 months, except for contracts or agreements that are not Material Contracts that are entered into in the Ordinary Course; (m) amend, modify or terminate any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement outside the Ordinary Course, provided, however, that this Section 4.1(2)(l) shall not prohibit the Company from (i) making changes to the terms of any material insurance (or re-insurance) policy in connection with, or replacing any existing policy with a substantially policy to the extent that it can be obtained on a commercially reasonable basis in connection with, a renewal or termination of an existing insurance (or re-insurance) policy, or (ii) in the event that a current insurer no longer will provide the scope or level of insurance currently provided of its own volition (for instance, if the insurer will no longer provide insurance in the cannabis industry); (n) increase any coverage under any directors’ and officers’ insurance policy other than as contemplated under Section 4.9; (o) other than under the terms and conditions of and pursuant to the Credit Agreement in effect on the date hereof, prepay any indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, except as permitted pursuant to the Credit Agreement; (p) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person other than advances and capital contributions to wholly-owned Subsidiaries of the Company in the Ordinary Course; (q) enter into any interest rate, currency, equity or commodity swaps, h▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (r) make any material Tax election or designation, settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any Law right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law; (s) make any material change in the Company’s methods of accounting, except as required by Laws or concurrent changes in U.S. GAAP; (t) grant or implement any increase in the rate of wages, salaries, bonuses or other remuneration of any Company Employee or independent contractor earning total compensation in excess of $150,000 annually or make any bonus or profit sharing distribution or similar payment of any kind with respect to any Company Employee or independent contractor, except: (i) as may be required by a Contract listed in Section 1.1(ll) of the Company Disclosure Letter, with such requirements described in such Section 1.1(ll); or (ii) annual increases in base wages and salaries made in the Ordinary Course; (u) (i) adopt, enter into or amend any Employee Plan; (ii) pay any benefit to any director or officer of the Company or any of its Subsidiaries that is not required under the terms of any Employee Plan or agreement in effect on the date of this Agreement; (iii) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of the Company or any of its Subsidiaries or their respective assets to any Company Employee; (iv) make any determination under any Employee Plan that is not in the Ordinary Course; or properties(v) take or propose any action to effect any of the foregoing; (v) cancel, waive, release, assign, settle or compromise any claims or rights of material value or take any action, material action or knowingly omit fail to take any action, action in any material respect that would or would reasonably be expected to result in termination of any material claims or rights other than as set out below in Section 4.1(2)(w); (iw) commence, waive, release, assign, settle, compromise or settle any representation litigation, proceeding or warranty governmental investigation relating to the Company or any of its Subsidiaries, any Company Assets or the Company’s business in excess of an aggregate amount of $5,000,000, net of insurance proceeds, other than settlements in amounts for matters that have been specifically reserved for in the Company’s September 30, 2021 financial statements included in the Company Filings prior to the date hereof; (x) enter into any material Contract with a Person (other than a wholly-owned Subsidiary or NFP of the Company) that does not deal at arm’s length with the Company (other than as permitted by Section 4.1(2)(g)); (y) commit to or enter into any new arrangements, agreements or understandings or modify any existing arrangements, agreements or understandings between the Company and any Company Shareholder or holder of convertible securities of the Company set forth in Section 3 becoming untrue owning or (ii) controlling more than 1% of any class of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedoutstanding Company Shares, as applicable; (viz) agree cease taking or commit take any action that may have a material adverse effect on the Company’s CSE listing; (aa) fail to agree timely make any required material filing or material notification under Securities Laws or fail to meet the form and disclosure requirements for any required filing under Securities Laws in any material respect; or (bb) authorize, agree, resolve or otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), and except as otherwise expressly provided without derogating from the obligations of C▇▇▇▇▇ in this Agreement between Section 6.2, C▇▇▇▇▇ shall use reasonable commercial efforts to preserve intact the date hereof current business organization of C▇▇▇▇▇, keep available the services of the present employees and agents of C▇▇▇▇▇ and maintain good relations with, and the Closing Dategoodwill of, neither the Company nor any suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with C▇▇▇▇▇ and except for transactions involving C▇▇▇▇▇ and one or more of its wholly-owned Subsidiaries will, without or between wholly-owned Subsidiaries of C▇▇▇▇▇ or with the prior written consent of Lead InvestorStarcore, C▇▇▇▇▇ shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles Constating Documents or, in the case of incorporationany Subsidiary which is not a corporation, certificate of incorporation or bylaws (or other applicable its similar organizational or governance document) or take any action in respect of such amendmentdocuments; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify any shares of its capital stock; (B) C▇▇▇▇▇ or declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in respect of its capital stock; ); (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (Dc) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities shares of the Company capital stock of C▇▇▇▇▇ or any of its Subsidiaries; (d) issue, deliver or sell, or authorize the issuance, delivery or sale of any shares of capital stock, any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of C▇▇▇▇▇ or any of its Subsidiaries, except for the issuance of C▇▇▇▇▇ Shares issuable upon the exercise of the currently outstanding C▇▇▇▇▇ Options and C▇▇▇▇▇ Warrants; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses; (f) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof; (g) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (h) enter into any interest rate, currency, equity or commodity swaps, h▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments; (i) make any bonus or profit sharing distribution or similar payment of any kind; (j) except as required by IFRS or any other accepted accounting principles to which C▇▇▇▇▇ is subject to or by Law, make any change in C▇▇▇▇▇’▇ methods of accounting; (k) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees; (l) (i) create, enter into or increase any severance, change of control or termination pay to (or amend any existing arrangement with) any C▇▇▇▇▇ Employee, director or executive officer of C▇▇▇▇▇ or any of its Subsidiaries; (ii) change the benefits payable under any existing severance or termination pay policies with any C▇▇▇▇▇ Employee, director or executive officer of C▇▇▇▇▇ or any of its Subsidiaries; (iii) change the benefits payable under any employment agreements with any C▇▇▇▇▇ Employee, director or executive officer of C▇▇▇▇▇ or any of its Subsidiaries; (iv) fail enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement, except as necessary to comply with Law or with respect to existing provisions of such plans) with any director or executive officer of C▇▇▇▇▇; or (v) change compensation, bonus levels or other benefits payable to any director or executive officer of C▇▇▇▇▇ or to any C▇▇▇▇▇ Employee; (m) cancel, waive, release, assign, settle or compromise any material claims or rights; (n) compromise or settle any litigation, proceeding or governmental investigation; (o) except in the Ordinary Course, amend or modify in any material respect with or terminate or waive any Law applicable to right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the Company or any of its Subsidiaries or their respective assets or propertiesdate hereof; (vp) take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth except as contemplated in Section 3 becoming untrue 4.10 amend, modify or (ii) terminate any insurance policy of C▇▇▇▇▇ or any Subsidiary in effect on the conditions to the obligations date of Lead Investor set forth in Section 6 not being fully satisfiedthis Agreement; (viq) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations; (r) issue, sell, dispose of or grant any interest in, encumber or pledge or create any lien or agree to issue, sell, dispose of or commit to agree grant an interest in, encumber or pledge or create any lien on any shares or rights convertible into shares of any Subsidiary or affiliate; or (s) authorize, agree, resolve or otherwise commit, whether or not in writing or otherwise) writing, to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), the Company covenants and except agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, unless as required or permitted by this Agreement, or as otherwise expressly provided agreed to in this Agreement between writing by the date hereof Purchaser, in its sole and the Closing Dateabsolute discretion, neither acting reasonably, the Company nor shall not, and shall not permit any of its Subsidiaries willto, without the prior written consent of Lead Investordirectly or indirectly: (ia) except for amend the amendments contemplated by Company’s Constating documents or, in the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend case of any Subsidiary its articles of incorporation, certificate articles of incorporation amalgamation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentby laws; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify any shares securities of its the Company or of any Subsidiary, undertake any capital stock; (B) reorganization, or reduction of capital or combination thereof or declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in respect of its capital stock; ); (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (Dc) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of the Company or any of its Subsidiaries; (ivd) fail to comply issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any securities of the Company or of any of its Subsidiaries or securities or rights exercisable or exchangeable for or convertible into securities of the Company or of any of its Subsidiaries, except for the issuance of Common Shares issuable upon the exercise of the currently outstanding Company Stock Options specified in Section (6)(c) of the Company Disclosure Letter; (e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, assets, securities, properties, interests or businesses; (f) enter into any material respect with joint venture or similar agreement, arrangement or relationship; (g) reorganize, amalgamate or merge the Company or any Law applicable to Subsidiary of the Company; (h) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries or their respective assets or propertiesSubsidiaries; (vi) take sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber or otherwise dispose of or transfer any actionassets of the Company, or knowingly omit of any of its Subsidiaries, or any interest in any assets of the Company and its Subsidiaries; (j) make any capital expenditure or commitment to take any actiondo so, provided that would in the case of capital expenditure expended to address emergencies or would other urgent matters involving the potential loss or damage to property or personal safety, the Purchaser’s consent shall not be required where it cannot be received in a reasonably be expected to result in expedient manner; (i) make or rescind any representation Tax election, information schedule, return or warranty of the Company set forth in Section 3 becoming untrue or designation, (ii) settle or compromise any Tax claim, assessment, reassessment or liability, (iii) file any amended Tax Return, (iv) enter into any agreement with a Governmental Entity with respect to Taxes, (v) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, (vi) consent to the extension or waiver of the limitation period applicable to any Tax matter, (vii) amend or change any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedits methods or reporting income, deductions or accounting for income Tax purposes except as may be required by Law; or (viii) make a request for any Tax ruling; (vil) agree make any loans, advances or commit capital contributions to, or investments in, or assume, guarantee or otherwise become liable with respect to agree the liabilities or obligations of, any other Person; (in writing or otherwisem) to do prepay any of the foregoing; or (vii) carry on any trade or business in the United States.long-term indebtedness before its scheduled maturity;

Without limiting the generality of Section. 5.1(a5.2(a), from and after the date of this Agreement until the Effective Time, except for actions required to be taken by the Company or any of its Subsidiaries in the performance of their respective obligations under the Contracts listed in Schedule 3.16 of the Company Disclosure Letter, or as set forth in Schedule 5.2 of the Company Disclosure Letter, unless Parent has consented in writing thereto or except as otherwise expressly provided in contemplated by this Agreement between the date hereof and the Closing DateAgreement, neither the Company nor any of shall not, and shall not permit its Subsidiaries will, without the prior written consent of Lead Investorto: (i) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable their respective organizational or governance document) or take any action in respect of such amendmentdocuments; (ii) authorize for issuance, issue, sell, deliverpledge, dispose of or encumber, or agree authorize the issuance, sale, pledge, disposition or commit to issueencumbrance of, sell, any shares of its capital stock or deliver (whether through other ownership interest in the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series Company or any other Subsidiaries or any securities convertible into or exercisable or exchangeable for any stock such shares or ownership interest, or any equity equivalents rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest, or convertible or exchangeable securities (including other than (A) issuances of Company Common Stock in respect of any exercise of stock options or stock appreciation rightsoutstanding on the date hereof and disclosed in Schedule 5.2 of the Company Disclosure Letter and (B) as set forth in Section 5.2(b)(iv); (iii) (A) split, combinecombine or reclassify its capital stock, or reclassify otherwise change its capitalization as it exists on the date hereof, or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or any other equity interest; (iv) grant, confer or award any option, warrant, convertible security or other right to acquire any shares of its capital stock; stock or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (except (A) as otherwise required by the express terms of any unexercisable options outstanding on the date hereof or (B) in connection with grants of options to purchase Company Common Stock to newly hired employees of the Company or any of its Subsidiaries in the ordinary course of business, consistent with past practice); (v) declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, stock or property or any combination thereof) in with respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of to any shares of its capital stock or otherwise other ownership interests, including any constructive or deemed distributions, or make any other payments to stockholders in their capacity as such; such (other than any such payments by any Subsidiary to the Company); (vi) from and after the date set forth in Section 5.1(a)(B), directly or (D) indirectly redeem, repurchase, purchase or otherwise acquire any securities shares of its capital stock or capital stock of the Subsidiaries (including repurchases of Company Common Stock pursuant to the Stock Repurchase Program); (vii) transfer, license, mortgage, encumber, sell, lease or otherwise dispose of any of its material assets (including capital stock of the Subsidiaries); (viii) acquire by merger, purchase or any other manner, any business, entity or division, or make any capital expenditures or otherwise acquire any material property or assets, except for (A) purchases of supplies or capital equipment in the ordinary course of business, consistent with past practice or (B) capital expenditures or purchases of property and assets in accordance with the Company's Capital Plan attached to Schedule 5.2 of the Company Disclosure Letter (the "Capital Plan"); provided, however, that capital expenditures (X) for which the Company has no binding commitment to third parties on the date hereof and (Y) are primarily for the purpose of supporting Quantitude's third-party telecommunications or the Company's web-hosting business shall not be made without the prior written consent of Parent. (ix) incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money except for in the ordinary course of business, consistent with past practice, (A) under the Company's existing credit agreements or (B) to trade creditors of the Company or its Subsidiaries; (x) make or forgive any loans, advances or capital contributions (which shall expressly be deemed not to include marketing incentive payments or up-front financial assistance payments, however structured) to, or investments in, any other person in an amount in excess of $3,000,000 individually, or $10,000,000 the aggregate, (other than advances in respect of business expenses and loans and advances in respect of relocation arrangements, in each case made to officers or employees in the ordinary course of business, consistent with past practice); (xi) grant any stock-related or stock-based awards other than as described in subsections (b)(ii) or (b)(iv) of this Section 5.2; (xii) modify, amend, terminate or waive any rights under any Confidentiality Contract entered into in connection with any Third-Party Acquisition Proposal; (xiii) other than (A) in accordance with the Company's Capital Plan, or (B) Material Contracts not involving costs, individually or in the aggregate, in excess of Excess Costs, enter into any Material Contract; (xiv) modify, amend, terminate or waive any rights under any Material Contract in any manner that would reasonably be expected to (A) have a Company Material Adverse Effect, or (B) result in Excess Costs; (A) increase the compensation, severance or, except pursuant to plan amendments permitted under clause (C) below, other benefits payable or to become payable to its directors, officers or employees, other than (I) annual increases for officers or employees of the Company or its Subsidiaries in the ordinary course of business consistent with past practice (including in connection with annual compensation reviews), (II) salary increases for officers and employees of Southern Cross Distribution Systems Pty Limited in an amount not in excess of 6% of aggregate compensation, (B) grant any severance or termination pay (except payments required to be made under employee benefit plans or other obligations existing on the date hereof in accordance with the terms of such obligations) to, or enter into any employment, consulting, salary continuation or severance agreement with, any officer or director of the Company or any of its Subsidiaries (other than any of the foregoing arising by operation of Law), or (C) establish, adopt, enter into, amend or modify in any material respect or in any manner that would result in Excess Costs any collective bargaining agreement, employee benefit plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except, in each case, as may be required by Law; (xvi) take any action to change accounting policies, procedures or practices, except as required by a change in GAAP, SEC position or applicable Law after the date hereof ("Reporting Requirements"); (xvii) subject to Section 5.3, approve or authorize any action to be submitted to the stockholders of the Company for approval other than pursuant to this Agreement, other than, if the transactions contemplated hereby have not been consummated by January 1, 2002, the election of directors and ratification of auditors at an annual meeting of stockholders to be held after June 1, 2002; (xviii) materially change any method of reporting income, deductions or other material items for income Tax purposes, make or change any material election with respect to Taxes, agree to or settle any material claim or assessment in respect of Taxes, or agree to an extension or waiver of the limitation period to any material claim or assessment in respect of Taxes, other than in the ordinary course of business consistent with past practice or as required by Reporting Requirements; (xix) settle or compromise any pending or threatened suit, action or claim not covered by insurance in an aggregate amount in excess of $3,000,000; (xx) amend in any material respect any Material Contract so as to include any "change of control" provision which would be triggered upon the Merger or any sale of the Company or any of its Subsidiaries; (ivxxi) fail to comply enter into, amend in any material respect or renew any Contract with any Law applicable to customer or supplier set forth in Schedule 3.16(c) of the Company or any of its Subsidiaries or their respective assets or propertiesDisclosure Letter; (vxxii) take enter into, amend or renew any actionContract set forth on Schedule 5.2(b)(xxii) of the Company Disclosure Letter; (xxiii) amend, extend, renew or knowingly omit to take otherwise modify any action, material Lease in any manner that would or would reasonably be expected to have a Material Adverse Effect or result in (i) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfied; (vi) agree or commit to agree (in writing or otherwise) to do any of the foregoingExcess Costs; or (viixxiv) carry on enter into any trade Contract to provide web-hosting services or business third party telecommunications services; or (xxv) agree in writing or otherwise to take any of the United Statesforegoing actions.

Without limiting the generality of Section. 5.1(a4.1(1), the Company covenants and except as otherwise expressly provided in agrees that, during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither the Company nor any of its Subsidiaries will, without except: (i) with the prior written consent of Lead Investorthe Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or a Governmental Entity; or (iv) as contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for amend any of the amendments contemplated by Company’s Constating Documents or the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate articles of incorporation amalgamation, by-laws or bylaws (or other applicable similar organizational or governance document) or take documents of any action in respect of such amendmentits Subsidiaries; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, reclassify or reclassify any shares of its capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect amend the terms of any shares of its capital stock the Company or otherwise make of any payments to stockholders in their capacity as such; Subsidiary thereof; (c) amend the terms of any outstanding securities of the Company that are exercisable or (D) redeem, repurchaseexchangeable for, or otherwise acquire any securities convertible into, Company Shares; (d) reduce the stated capital of the Company or any of its Subsidiaries; (ive) fail except with the consent of the Purchaser, declare, pay or issue any dividend in respect of the Company Shares; (f) redeem, repurchase, or otherwise acquire or offer to comply in redeem, repurchase or otherwise acquire any material respect with shares of capital stock of the Company or any Law applicable to of its Subsidiaries; (g) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries or their respective any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock of the Company or any of its Subsidiaries, or for or into cash, except for the issuance of Company Shares issuable upon the vesting and settlement of the currently outstanding Company Options, Legacy Options, Company DSUs and Company RSUs; (h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of [Amount Redacted] for all such transactions, other than Ordinary Course acquisitions of inventory or Ordinary Course acquisitions under procurement contracts; (i) sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or its Subsidiaries’ assets which have a value greater than [Amount Redacted] in the aggregate, other than the sale, lease, disposition or other transfer of inventories or other assets in the Ordinary Course; (j) other than as incurred in connection with this Agreement and the transactions contemplated herein, and other than in the Ordinary Course or to ensure the maintenance of the Company’s current standard of operations, make any capital expenditure or commitment to do so which individually exceeds [Amount Redacted] or in the aggregate exceeds [Amount Redacted]; (k) reorganize, amalgamate or merge the Company or any such Subsidiary; (l) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any such Subsidiaries; (m) prepay any long-term indebtedness (including indebtedness outstanding under medium term notes) before its scheduled maturity, other than repayments of indebtedness under credit facilities, provided that no material breakage or other costs or penalties are payable in connection with any such prepayment; (n) create, incur, assume, drawdown under current credit facilities or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of [Amount Redacted]; (o) make any loan or advance to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (p) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority; (q) enter into any collective agreement or union agreement or amend, modify, terminate or agree to any such amendment, modification, termination or waiver of rights; (r) except as required by the terms of any Employee Plan, any written employment Contracts disclosed in the Company Disclosure Letter, or in the Ordinary Course (unless contrary to Section 4.1(2)(g)): (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any current or former Company Employee or any director of the Company or any of its Subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of, any current or former Company Employee or any director of the Company or any of its Subsidiaries; (C) accelerate or increase the coverage, contributions, funding requirements or benefits available under any Employee Plan; (D) except as described in the Company Disclosure Letter, increase salaries, compensation (in any form), bonus levels or make retention or success payments or other benefits payable to any current or former consultant, Company Employee or officer of the Company or any of its Subsidiaries; (E) enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any director or officer of the Company or its Subsidiaries; (F) make any material determination under any Employee Plan that is not in the Ordinary Course; or (G) except as described in the Company Disclosure Letter subject to a maximum amount in the aggregate per calendar month of [Amount Redacted], make any bonus or profit sharing distribution or similar payment of any kind; (s) adopt or establish any employee benefit plan that would become an Employee Plan upon being adopted or established, or terminate, amend or modify, in any material way, an existing Employee Plan; (t) commence, waive, release, assign, settle or compromise any Proceeding in excess of an amount of [Amount Redacted] in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement; (u) amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; (v) take except as contemplated herein, amend, modify, terminate, cancel or let lapse any action, material insurance (or knowingly omit to take any action, that would or would reasonably be expected to result in (ire-insurance) any representation or warranty policy of the Company set forth or any Subsidiary in Section 3 becoming untrue effect on the date of this Agreement; or (w) amend, modify or (ii) terminate any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedMaterial Contract; (vix) agree enter into any Material Contract, other than Contracts with respect to the purchase and sale of cannabis biomass in the Ordinary Couse; or (y) authorize, agree, resolve or otherwise commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(1), the Company covenants and except as otherwise expressly provided in agrees that, during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither the Company nor any of its Subsidiaries will, without except: (i) with the prior written consent of Lead Investorthe Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement (including, for greater certainty, in connection with any Pre-Closing Reorganization, if applicable); (iii) as required by Law or a Governmental Entity; or (iv) as contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any Liquor Subsidiary to, directly or indirectly: (ia) except for amend any of the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend Company’s Constating Documents its articles of incorporation, certificate articles of incorporation amalgamation, by-laws or bylaws (or other applicable similar respective organizational or governance document) or take documents of any action in respect of such amendmentLiquor Subsidiary; (iib) authorize for issuancesplit, issuecombine, sell, deliver, reclassify or agree or commit to issue, sell, or deliver (whether through amend the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock terms of any class or series of share capital of the Company or any other Liquor Subsidiary; (c) amend the terms of any outstanding securities convertible into or that are exercisable or exchangeable for any stock for, or any equity equivalents (including any stock options or stock appreciation rights)convertible into, Company Shares; (iiid) (A) split, combine, or reclassify any shares of its reduce the stated capital stock; (B) declare, set aside, or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeem, repurchase, or otherwise acquire any securities of the Company or any of its Subsidiaries; (ive) fail declare, pay or issue any dividend in respect of the Company Shares; (f) except as disclosed in the Company Disclosure Letter, redeem, repurchase, or otherwise acquire or offer to comply in redeem, repurchase or otherwise acquire any material respect with Company Shares or any Law applicable securities of any Subsidiary; (g) except as required pursuant to any Pre-Closing Reorganization, sell, pledge or encumber or otherwise agree or offer to sell, pledge or encumber any Nova Shares; (h) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares of the Company or any Liquor Subsidiary or any options, warrants or similar rights exercisable or exchangeable for or convertible into shares of its Subsidiaries the Company or their respective any Liquor Subsidiary, except for the issuance of Company Shares issuable upon the vesting and settlement of the currently outstanding Company PSUs or Company RSUs; (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of [Amount Redacted] for all such transactions, other than Ordinary Course acquisitions of inventory or Ordinary Course acquisitions under procurement contracts; (j) except as disclosed in the Company Disclosure Letter, sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any Company Assets which have a value greater than [Amount Redacted] in the aggregate, other than the sale, lease, disposition or other transfer of inventories or other assets in the Ordinary Course; (k) make any material capital expenditures, other than as incurred in connection with this Agreement and the transactions contemplated herein, as disclosed in the Company Disclosure Letter and other than in the Ordinary Course or to ensure the maintenance of the current standard of operations; (l) except as disclosed in the Company Disclosure Letter and pursuant to the transactions contemplated herein, reorganize or amalgamate or merge with or into another Person or, in respect of Nova or any of the Liquor Subsidiaries, agree to or support any of the foregoing; (m) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any Liquor Subsidiary or, in respect of Nova, agree to or support any of the foregoing; (n) prepay any long-term Indebtedness before its scheduled maturity, other than repayments of Indebtedness under the Credit Documents, provided that no material breakage or other costs or penalties are payable in connection with any such prepayment; (o) create, incur, assume, drawdown under the Credit Documents; (p) become liable, in one transaction or in a series of related transactions, with respect to any Indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of [Amount Redacted]; (q) except as disclosed in the Company Disclosure Letter, make any loan or advance to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person; (r) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority; (s) enter into any collective agreement or union agreement or amend, modify, terminate or agree to any such amendment, modification, termination or waiver of rights; (t) except as required by the terms of the Company Employee Plans, any written employment Contracts, as disclosed in the Company Disclosure Letter, pursuant to subsection 2.10 hereof or in the Ordinary Course: (i) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of the Company or any Liquor Subsidiary; (ii) grant, accelerate, or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer or employee of the Company or any Liquor Subsidiary; (iii) increase the coverage, contributions, funding requirements or benefits available under any Company Employee Plan; (iv) except as described in the Company Disclosure Letter, increase salaries, compensation (in any form), bonus levels or make retention or success payments or other benefits payable to any director, officer, employee or consultant of the Company or any Liquor Subsidiary; (v) except as permitted hereby, enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any director or officer of the Company or any Liquor Subsidiary; (vi) make any material determination under any Company Employee Plan that is not in the Ordinary Course; or (vii) except as described in the Company Disclosure Letter or payments up to the aggregate of [Amount Redacted], make any bonus or profit sharing distribution or similar payment of any kind; (u) adopt or establish any employee benefit plan that would become a Company Employee Plan upon being adopted or established, or terminate, amend or modify, in any material way, an existing Company Employee Plan; (v) take commence, waive, release, assign, settle or compromise any action, Actions in excess of an amount of [Amount Redacted] in the aggregate or knowingly omit to take any action, that would or which would reasonably be expected to result impede, prevent or delay the consummation of the transactions contemplated by this Agreement; (w) except as disclosed in the Company Disclosure Letter, (i) amend or modify in any representation material respect or warranty terminate or waive any material right under any Company Material Contract, provided that in the case of the Nova MSA, the Nova ▇▇▇ and/or the Nova CFRA, amend or modify any provisions or terminate or waive any right under such agreement, or enter into any contract or agreement that would be a Company set forth Material Contract if in Section 3 becoming untrue effect on the date hereof, or (ii) enter into any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedCompany Material Contract; (vix) agree except as disclosed in the Company Disclosure Letter or herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Liquor Subsidiary in effect on the date of this Agreement; or (y) authorize, agree, resolve or otherwise commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a), 8.1(a) and except as otherwise expressly provided in this Agreement between Agreement, before the date hereof Acquisition Closing, Litronic and Pulsar will each comply with all laws applicable to the Closing Dateconduct of their respective businesses and continue in effect their present insurance coverage and, neither the Company nor any of its Subsidiaries will, without except with the prior written consent of Lead Investor: the other, will not (i) except for the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendment; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchasepledge, or otherwiseauthorize or propose the issuance, sale, or pledge of (A) any shares of capital stock of any class class, or series securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, excepting only pursuant to the exercise or conversion of options and other instruments or securities outstanding on the date hereof and disclosed on the Litronic Disclosure Schedule and the Pulsar Disclosure Schedule which exercise or conversion and which issuance are in accordance with the terms of such instruments or securities as in effect on the date hereof, or (B) any other securities convertible into in respect of, in lieu of, or exercisable in substitution for, Litronic Shares outstanding on the date hereof; (ii) purchase or exchangeable for otherwise acquire, or propose to purchase or otherwise acquire, any stock or any equity equivalents (including any stock options or stock appreciation rights); shares of capital stock; (iii) (A) split, combine, declare or reclassify pay any dividend or distribution on any shares of its capital stock; (Biv) declareauthorize, set asiderecommend, propose or announce an intention to authorize, recommend or propose, or pay enter into an agreement in principle or an agreement with respect to, any dividend change in its capitalization, merger, consolidation or make business combination, any other distribution acquisition of a material amount of assets or payment (whether in cashsecurities, stockany disposition of a material amount of assets or securities, or property any entry into a material contract or any combination thereof) release or relinquishment of any material contract rights, not in respect the ordinary course of its capital stockbusiness; (Cv) propose or adopt any amendments to its Articles or Certificate of Incorporation or Bylaws; (vi) incur, assume, or prepay any long-term debt or, except in the ordinary course of business under existing lines of credit, incur or assume any short term debt; (vii) make any other actualloans, constructiveadvances, or deemed distribution in respect capital contributions to, or investments in, any other person, other than travel or other advances to employees consistent with past practice; (viii) assume, guarantee, endorse, or otherwise become liable or responsible (whether directly, contingently, or otherwise) for the obligations of any shares other person, except to endorse checks for collection or deposit in the ordinary course of its capital stock or otherwise make any payments to stockholders in their capacity as suchbusiness; or (Dix) redeem, repurchase, agree in writing or otherwise acquire any securities of the Company or any of its Subsidiaries; (iv) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties; (v) take any action, or knowingly omit to take any action, of the foregoing actions or any action that would or would reasonably be expected to result in (i) make any representation or warranty in this Agreement untrue or incorrect as of the Company set forth in Section 3 becoming untrue date hereof or (ii) any as of the conditions to the obligations Acquisition Closing, as if made as of Lead Investor set forth in Section 6 not being fully satisfied; (vi) agree or commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United Statessuch time.

Without limiting the generality of Section. 5.1(a4.1(1), the Corporation covenants and except as otherwise expressly provided in agrees that, during the period from the date of this Agreement between until the date hereof earlier of the Effective Time and the Closing Datetime that this Agreement is terminated in accordance with its terms, neither the Company nor any of its Subsidiaries will, without except: (23) with the prior written consent of Lead Investorthe Canadian Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (23) as expressly authorized by Don Wall in his capacity as an officer of the Corporation or any of its Subsidiaries provided that where such action or inaction was the subject of authorization or approval by the Board, that Don Wall supported or voted in favour of the taking of such action or inaction; (23) as required or permitted by this Agreement; (23) as required by Law; or (23) as contemplated by the Corporation Disclosure Letter, the Corporation shall not and shall not permit any of its Subsidiaries to, directly or indirectly: (ia) except for amend any of the amendments contemplated by Corporation’s Constating Documents or the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate articles of incorporation amalgamation, by-laws or bylaws (or other applicable similar organizational or governance document) or take documents of any action in respect of such amendmentits Canadian Subsidiaries; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (Ab) split, combine, combine or reclassify or amend the terms of any shares of its capital stock; (B) the Corporation or of any Canadian Subsidiary or declare, set aside, aside or pay any dividend dividends or make any other distribution or payment distributions (whether in cash, stock, stock or property or any combination thereof) in respect of its capital stock; ); (C) make any other actual, constructive, or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (Dc) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities shares of capital stock of the Company Corporation or any of its Canadian Subsidiaries; (ivd) fail issue, grant, deliver, sell, pledge, hypothecate or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge, hypothecation or other encumbrance of, any shares of capital stock or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or payable by reference to comply the value of such capital stock, of the Corporation or any of its Canadian Subsidiaries, except for the issuance of DSUs and LTIP Units in the Ordinary Course and in accordance with past practice or cash bonuses in lieu thereof; (e) acquire or have any Canadian Subsidiary acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $500,000 and subject to a maximum of $500,000 for all such transactions, other than Ordinary Course acquisitions of inventory or Ordinary Course acquisitions under procurement contracts; (f) sell, lease, license, assign, let lapse, abandon, exchange, mortgage, pledge, hypothecate or otherwise transfer or dispose of, directly or indirectly, in one transaction or in a series of related transactions, any of the assets relating to the Canadian Business which have a value greater than $500,000 in the aggregate, other than (23) the sale, lease, disposition or other transfer of inventories or other assets in the Ordinary Course; (23) the sale, lease, disposition or other transfer of inventories or other assets between the Corporation and any of its wholly-owned Canadian Subsidiaries or between its wholly-owned Canadian Subsidiaries; or (23) in respect of obsolete, damaged or destroyed assets or assets that have an immaterial value or are no longer required for the Ordinary Course operations of the Canadian Business; (g) make, or have any Canadian Subsidiary make, any capital expenditure or commitment (i) that is unrelated to the Canadian Business or (ii) which, in any fiscal year, is not provided for in the annual budget of the Corporation in respect of the Canadian Business approved by the Board for the applicable fiscal year and which has been made available to the Canadian Purchaser or of which Don Wall has actual knowledge as of the date hereof; (h) reorganize, restructure, recapitalize, amalgamate or merge the Corporation or any Canadian Subsidiary; (i) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or winding up of the Corporation or any Canadian Subsidiary; (j) make or have any Canadian Subsidiary make any material Tax Return, settle or compromise any material Tax claim, assessment, reassessment or liability, file any materially amended Tax Return, file any notice of appeal or otherwise initiate any Action with respect to Taxes, enter into any material agreement with a Governmental or Arbitral Entity with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law; (k) prepay any long-term indebtedness of the Corporation or any Canadian Subsidiary before its scheduled maturity, other than repayments of indebtedness under credit facilities, provided that no material breakage or other costs or penalties are payable in connection with any such prepayment; (l) have the Corporation or any Canadian Subsidiary create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $100,000, other than: (23) in connection with the refinancing of indebtedness outstanding on the date hereof in the Ordinary Course; (23) in connection with advances or drawdowns under the Corporation’s or any Canadian Subsidiary’s existing credit facilities in the Ordinary Course; (23) in connection with borrowing for working capital purposes in the Ordinary Course; or (23) the provision of letters of credit or surety bonds required under any Contract in effect on the date hereof and made available to the Canadian Purchaser; provided that any indebtedness created, incurred, assumed or for which the Corporation or any Canadian Subsidiary becomes liable in accordance with the foregoing shall be prepayable at the Effective Time without premium, penalty or other incremental costs (including breakage costs) in excess of $100,000 in the aggregate; (m) make or have any Canadian Subsidiary make any loan or advance to any Person, other than the Corporation or another Canadian Subsidiary; (n) make or have a Canadian Subsidiary make any material change in the Corporation’s accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority; (o) except in the Ordinary Course or as required under the terms of any Canadian Collective Agreement, grant any increase in the rate of wages, salaries and bonuses of Canadian Employees; (p) enter into any collective agreement, union agreement or similar Contract with any trade union, labour organization, employee association or similar entity that would apply to the Canadian Business, or amend, modify, terminate or waive any right under the Canadian Collective Agreements or agree to any such amendment, modification, termination or waiver of rights; (q) (i) increase any severance, change of control or termination pay to (or amend any existing Contract in this regard from that in effect on the date hereof with) any Canadian Employee or any director of the Corporation or a Canadian Subsidiary; (ii) increase the benefits payable under any existing severance or termination pay policies with any Canadian Employee or any director of the Corporation or any Canadian Subsidiary; or (iii) enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any Canadian Employee or any director of the Corporation or its Canadian Subsidiaries; (r) adopt any new Canadian Employee Plan or amend or modify, in any material way, an existing Canadian Employee Plan; (s) commence, waive, release, assign, discharge, settle or compromise any Actions (i) in which the Corporation or any Canadian Subsidiary is a party or in respect of which the Corporation or any Canadian Subsidiary has provided or may have to provide indemnification or that otherwise negatively impact the Corporation or any Canadian Subsidiary, other than Actions not in excess of an amount of $200,000 in the aggregate, or (ii) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement; (t) amend or modify in any material respect with or terminate or waive any Law applicable to material right under any Canadian Material Contract, except in the Company Ordinary Course, or enter into any of its Subsidiaries contract or their respective assets or propertiesagreement that would be a Canadian Material Contract if in effect on the date hereof; (vu) abandon or fail to diligently pursue any application for any material Authorizations relating to the Canadian Business or take any action, or knowingly omit fail to take any action, that could lead to the termination of any material Authorizations relating to the Canadian Business; (v) except as contemplated herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Corporation or any Canadian Subsidiary or otherwise relating to the Canadian Business in effect on the date of this Agreement unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re‑insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums and with substantially similar deductibles are in full force and effect; (w) make any change or modification to any Engine or major Part relating to an Aircraft used in the conduct of the Canadian Business, except in the Ordinary Course where (A) (i) the value of the Engine or Part is not decreased and (ii) such change or modification would not result in the Engine that was on wing at the time the information regarding the Aircraft was made available to the Canadian Purchaser not being on wing or would part of the inventory of the Corporation or a Canadian Subsidiary at the Effective Time, or (B) such Engine or major Part is exchanged for or replaced by a substantially equivalent Engine or major Part of equal or greater value; (x) enter into or terminate any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales contracts or similar financial instruments relating to the Canadian Business or to which the Corporation or any Canadian Subsidiary is a party, other than in the Ordinary Course; (y) knowingly: (i) take any action, (ii) permit any inaction, or (iii) enter into any transaction, other than in the Ordinary Course or in connection with the Pre-Closing Reorganization or any Additional Reorganization, that, in each case, could reasonably be expected to result in (i) any representation have the effect of materially reducing or warranty eliminating the amount of the Company set forth tax cost “bump” pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in Section 3 becoming untrue respect of the securities of any affiliates or (ii) Subsidiaries of the Corporation and other non-depreciable capital property owned by the Corporation or any of its Subsidiaries on the conditions to date hereof, upon an amalgamation or winding up of the obligations Corporation or any of Lead Investor set forth in Section 6 not being fully satisfied;its Subsidiaries (or any of their respective successors); or (viz) agree authorize, agree, resolve or otherwise commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a), and except as otherwise expressly provided in permitted by this Agreement between Agreement, Crestwood will cause Newco, Newco Service Company and each of the date hereof and the Closing Date, neither the Company nor any of its Subsidiaries will, without the prior written consent of Lead InvestorContributed Entities not to: (i) except for make any material change in the amendments contemplated by the Amended Articles and Amended Bylaws pursuant to Section 6.5, amend conduct of its articles of incorporation, certificate of incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentbusiness; (ii) authorize for issuance, issue, sell, deliver, or agree or commit to issue, sell, or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) make any stock of any class or series or any other securities convertible into or exercisable or exchangeable for any stock or any equity equivalents (including any stock options or stock appreciation rights)change in its Governing Documents; (iii) (A) splitissue, combinedeliver or sell, or reclassify authorize or propose the issuance, delivery or sale of, any shares of its capital stock; Equity Interests, or securities convertible into its Equity Interests, or subscriptions, rights, warrants or options to acquire or other agreements or commitments of any character obligating it to issue any such Equity Interests or other rights described in Section 3.4(c) or (B) amend any of the terms of any such Equity Interests or other securities outstanding as of the Execution Date; (iv) (A) declare, set aside, aside or pay any dividend or make any other distribution or payment (whether in cash, stock, or property or any combination thereof) in respect of its capital stock; Equity Interests other than any dividend or other distribution (1) payable solely in cash prior to the Initial Closing or, with respect to Crestwood Pipeline East, the Second Closing, or (2) to settle intra-company accounts in connection with the termination of any Affiliated Transaction pursuant to Section 5.11, (B) split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any other Equity Interests in respect of, in lieu of or in substitution for any of its Equity Interests, or (C) make any other actualpurchase, constructive, or deemed distribution in respect of any shares of its capital stock redeem or otherwise make any payments to stockholders in their capacity as such; acquire, directly or (D) redeemindirectly, repurchase, or otherwise acquire any securities of the Company or any of its Subsidiaries; (iv) fail to comply in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or propertiesEquity Interests; (v) take merge into or with any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedother Person; (vi) form any Subsidiary or acquire, through merger, consolidation, or acquisition of stock or assets or otherwise, any Person or all or substantially all of the business or assets of any Person, or acquire any interest in or contribute any assets to any partnership or joint venture or enter into any similar arrangement; (vii) (A) enter into any Contract that would be a Material Agreement if it had been entered into prior to the Execution Date, (B) modify, renew, extend, change or amend in any material respect any Material Agreement or waive any material rights or claims under any Material Agreement, or (C) terminate any Material Agreement (not including the expiration of any Material Agreement in accordance with its terms); provided, however, that this Section 5.1(b)(vii) shall not apply to any Material Agreement that will be terminated or cancelled at or prior to the Applicable Closing in accordance with the terms of this Agreement; (viii) purchase any Equity Interests of or make any Investment in any Person, other than (A) of another Contributed Entity or (B) capital contributions to settle intra-company accounts in connection with the termination of any Affiliated Transaction pursuant to Section 5.11; (ix) (A) create, issue, incur, assume or guarantee any Indebtedness, (B) grant any option, warrant or right to purchase any debt securities, (C) issue any guarantees or provide any other credit support for the benefit of any other Person, other than in the ordinary course of business or to comply with the terms of applicable Law or any Contract to which any Contributed Entity is a party, or (D) issue any securities convertible into or exchangeable for any debt securities, other than, in each case, for intercompany debt solely between Contributed Entities for existing projects under development; (x) (A) acquire, sell, assign, transfer, abandon, license, lease, permit to lapse, or otherwise dispose of, directly or indirectly, any property or assets having a fair market value in excess of $1,000,000 in the aggregate, except for (1) natural gas sales in the ordinary course of business and (2) dispositions of inventory or worn-out or obsolete equipment for fair value in the ordinary course of business or (B) grant any security interest with respect to, mortgage, pledge or otherwise encumber any assets, other than Permitted Encumbrances; (xi) terminate or modify any Rights-of-Way except in the ordinary course of business and to the extent that the remaining Rights-of-Way are not rendered insufficient to operate the business of the Contributed Entities; (xii) settle any Actions (A) for damages to the extent such settlements in the aggregate assess damages in excess of $2,000,000 (other than any Action to the extent insured net of deductibles, or to the extent covered by an indemnity obligation not subject to dispute or adjustment from a solvent indemnitor), or (B) that impose any material restrictions, limitation or obligations on any Contributed Entity; (xiii) except as required on an emergency basis for the safety of persons, property, or the environment, make capital expenditures in excess of $1,000,000 in the aggregate over the amounts listed for the projects set forth on Section 5.1(b)(xiii) of the Crestwood Disclosure Schedule; (xiv) make, change or revoke any material Tax election; change an annual accounting period; adopt or change any material accounting method with respect to Taxes; file any amended Tax Return; enter into any closing agreement; settle or compromise any material Tax claim or assessment; or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes; (xv) make any change to its financial reporting and accounting methods other than as required by a change in GAAP or a change in Law; (xvi) hire any employees or become obligated under any Employee Benefit Plan, employment Contract or collective bargaining agreement; (xvii) cancel or terminate any Contributed Entity Insurance Policy or allow any coverage under any Contributed Entity Insurance Policy to lapse, unless simultaneously with such cancellation, termination, or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing in the United States provide coverage at least substantially equivalent to the coverage under the cancelled, terminated or lapsed Contributed Entity Insurance Policy are in full force and effect; (xviii) enter into or amend or modify any Affiliated Transaction (other than in connection with the termination thereof in accordance with Section 5.11 or the Management Agreement in accordance with the terms thereof); (xix) adopt or vote to adopt a plan of complete or partial dissolution or liquidation or resolutions providing for or authorizing a liquidation, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, or other reorganization; or (xx) agree or commit to agree (in writing or otherwise) to do any of the foregoing; or (vii) carry on any trade or business in the United States.

Without limiting the generality of Section. 5.1(a4.1(a), during the period from the Execution Date and continuing until the earlier of the termination of this Agreement or the Effective Time, except as otherwise expressly provided set forth in this Agreement between the date hereof and the Closing Date, neither the Company nor Disclosure Schedule or as expressly contemplated by this Agreement, the Company shall not do, cause or permit any of its Subsidiaries willthe following, without the prior written consent of Lead Investor:Parent (which consent shall not be unreasonably withheld or delayed): (i) except for the Cause or permit any amendments contemplated by the Amended to its Articles and Amended Bylaws pursuant to Section 6.5, amend its articles of incorporation, certificate of incorporation Incorporation or bylaws (or other applicable organizational or governance document) or take any action in respect of such amendmentBylaws; (ii) authorize for issuance, issue, sell, deliver, Declare or agree pay any dividends on or commit to issue, sell, or deliver make any other distributions (whether through in cash, stock or property) in respect of any of its capital stock; or split, combine or reclassify any of its capital stock or issue or authorize the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase, or otherwise) any stock of any class or series or any other securities convertible into in respect of, in lieu of or exercisable or exchangeable in substitution for any stock or any equity equivalents (including any stock options or stock appreciation rights); (iii) (A) split, combineshares of its capital stock, or reclassify repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; ; (Biii) declareAccelerate, set asideamend or change the period of exercisability or vesting of options, securities or other rights granted under the Company Options or the Company Stock Option Plans or authorize cash payments in exchange for any options or other rights granted under any of the above, except in each case, to the extent required by the existing terms of any such Company Option or Company Stock Option Plan, which has not been amended or otherwise modified to provide such change to acceleration, period of exercisability or vesting within thirty (30) days prior to the Execution Date; (iv) Enter into any material contract or commitment (including, without limitation, any contracts with employees, officers, directors or shareholders or any material operating lease), or pay violate, amend or otherwise modify or waive any dividend of the terms of any of the Material Contracts (including, without limitation, any contracts with employees, officers, directors or make shareholders) other than in the ordinary course of business; provided, further, that other than in the ordinary course of business, the Company shall not enter into any other distribution contract, commitment or payment agreement (whether in cashx) which grants any third party exclusive rights, stock(y) which provides any third party with equity, as compensation or otherwise, or property (z) with any third party which could reasonably be deemed to be a competitor of Parent; (v) Issue, deliver or any combination thereof) in respect of its capital stock; (C) make any other actualsell or authorize or propose the issuance, constructivedelivery or sale of, or deemed distribution in respect of purchase or propose the purchase of, any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such; or (D) redeem, repurchasesecurities convertible into, or otherwise acquire subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any securities character obligating it to issue any such shares or other convertible securities, other than the issuance of shares of Company Common Stock pursuant to (x) the exercise of Company Options issued and outstanding on the date hereof, and (y) other rights therefor outstanding as of the Company or any date of its Subsidiaries; (iv) fail to comply this Agreement and disclosed in any material respect with any Law applicable to the Company or any of its Subsidiaries or their respective assets or properties; (v) take any action, or knowingly omit to take any action, that would or would reasonably be expected to result in (i) any representation or warranty of the Company set forth in Section 3 becoming untrue or (ii) any of the conditions to the obligations of Lead Investor set forth in Section 6 not being fully satisfiedDisclosure Schedule; (vi) agree Sell, lease, license (either exclusively or commit non-exclusively), encumber or otherwise transfer or dispose of any patents, patent applications, trademarks (whether registered or not), copyrights (whether registered or not), trade secret information or any other intellectual property material to agree the business of the Company, or any interests therein; (vii) Sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in writing the aggregate, to its business, taken as a whole except for sales of products in the ordinary course of business; (viii) Incur any indebtedness for borrowed money under existing credit lines or otherwise, except as reasonably necessary for the operation of its business in a manner, and in amounts, consistent with past practices, or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (ix) Pay any amount in excess of $25,000 in any one case or $50,000 in the aggregate arising for any reason other than in accordance with the terms of any claim, liability or obligation of the Company; provided, however, that the Company may pay any such amounts to the extent that they are reflected or reserved against in the Company Financial Statements; (x) Make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice, and not withstanding the above, make any such expenditures, additions or improvements in excess of $50,000 in any one case or $100,000 in the aggregate; provided, however, that the Company may make any capital expenditures, capital additions or capital improvements related to the capital projects listed on Schedule 4.1(b)(x); (xi) Materially reduce the amount of any insurance coverage provided by existing insurance policies; (xii) Terminate or waive any right of any material or substantial value, except in the ordinary course of business; (xiii) Adopt or amend any employee benefit or stock purchase or option plan, except as required under ERISA or except as necessary to maintain the qualified status of such plan under the Code, or hire any new director level or executive officer level employee, or increase the annual level of compensation of any employee, or grant any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any employee, officer, director or consultant, except in the ordinary course of business and in amounts consistent with past practices; (xiv) Grant any severance or termination pay (x) to do any director or officer or (y) to any other employee, except payments made pursuant to written agreements outstanding on the Execution Date; (xv) Commence any material lawsuit other than (x) for the routine collection of bills, (y) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Parent prior to the filing of such a suit, or (z) for a breach of this Agreement or any Exhibits hereto; (xvi) Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to its business, taken as a whole; (xvii) Other than in the ordinary course of business, or as required by GAAP, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Tax Return or any amendment to a material Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xviii) Revalue any of its assets, including without limitation writing down the foregoingvalue of inventory or writing off notes or accounts receivable other than in the ordinary course of business; or (viixix) carry on Adopt a plan of complete or partial liquidation or dissolution; or (xx) Take or agree in writing or otherwise to take, any trade of the actions described in Sections 4.1(b)(i) through (xix) above, or business any action which would make any of its representations or warranties contained in the United Statesthis Agreement untrue or incorrect in any material respect or prevent it from performing or cause it not to perform its covenants hereunder.