SHARE PURCHASE AGREEMENT BETWEEN SUNDIAL GROWERS INC. AND EACH OF THE SHAREHOLDERS OF PATHWAY RX INC. MADE AS OF MARCH 13th, 2019

Exhibit 2.2

SHARE PURCHASE AGREEMENT

BETWEEN

SUNDIAL GROWERS INC.

AND

EACH OF THE SHAREHOLDERS OF PATHWAY RX INC.

MADE AS OF

MARCH 13^th, 2019

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of March 13, 2019

BETWEEN

SUNDIAL GROWERS INC., a corporation incorporated under the laws of the Province of Alberta (the “Purchaser”),

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EACH OF THE UNDERSIGNED SHAREHOLDERS OF THE PATHWAY RX INC. (the “Corporation”) (collectively, the “Vendors”)

WHEREAS the Vendors are the beneficial and registered owners of the Purchased Shares (as defined herein);

AND WHEREAS the Vendors desire to sell and the Purchaser desires to purchase the Purchased Shares upon and subject to the terms and conditions set out in this Agreement;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1—INTERPRETATION

1.01 Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“Affiliate” means, with respect to any person, any other person that controls or is controlled by or is under common control with the referent person.

“Agreement” means this agreement, including its recitals and schedules, as amended from time to time.

“Applicable Law” means:

“Applicable Securities Laws” means, collectively, the securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, notices, blanket orders and policies published and/or promulgated thereunder, as such may be amended from time to time;

“Balance Sheet” means the balance sheet of the Corporation as at the Balance Sheet Date.

“Balance Sheet Date” means December 31, 2018.

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Calgary, Alberta.

“Claim” means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation or proceeding and any claim or demand resulting therefrom or any other claim or demand of whatever nature or kind.

“Closing Date” means the date hereof.

“Common Shares” means common shares in the capital of the Purchaser.

“Corporation” means Pathway Rx Inc.

“CRA” means the Canada Revenue Agency.

“Defence Counsel” has the meaning set out in Section 7.06(2).

“Defence Notice” has the meaning set out in Section 7.06(1).

“Elected Amount” has the meaning set out in Section 6.02.

“Environmental Law” means any Applicable Law relating to the environment including those pertaining to:

“Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or person having or purporting to have jurisdiction in the relevant circumstances.

“Gross Revenues” has the meaning set out in the License Agreement.

“Hazardous Substance” means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or pursuant to any Environmental Law.

“Indemnitee” has the meaning set out in Section 7.06(1).

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“Indemnitor” has the meaning set out in Section 7.06(1).

“Inplanta Agreement” means the independent contractor agreement effective April 1, 2017 between the Corporation and InPlanta Biotechnology Inc.

“Intellectual Property” means all intellectual property of any nature and kind including all domestic and foreign trade-marks, business names, trade names, domain names, trading styles, patents, trade secrets, software, industrial designs and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques, and know-how.

“knowledge” means with respect to the Vendors, the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.

“License Agreement” means the license agreement to be entered into on or about the Closing Date between the Purchaser and the Corporation.

“Licensed Intellectual Property” means all Intellectual Property that is used by the Corporation but owned by another party and which is necessary to the operation of the business of the Corporation as presently conducted.

“Losses” means all damages, fines, penalties, deficiencies, losses, liabilities (whether accrued, actual, contingent or latent), costs, fees and expenses (including interest, court costs and reasonable fees and expenses of lawyers, accountants and other experts and professionals).

“Material Adverse Effect” means, when used in connection with the Corporation or its business, any effect that in aggregate with all other changes, circumstances or events is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, results of operations or prospects of the Corporation.

“Owned Intellectual Property” means all Intellectual Property that is owned by, purported to be owned by, or created by, or on behalf of, the Corporation, which is set forth in Schedule 3.01(4)(a), and which is necessary to the operation of the business of the Corporation as presently conducted.

“Permits” means all permits, consents, waivers, licences, certificates, approvals, authorizations, registrations, franchises, rights, privileges, quotas and exemptions, or any item with a similar effect, issued or granted by any person.

“Personal Information” means the type of information regulated by Privacy Laws and collected, used, disclosed or retained by the Corporation including information regarding the Corporation’s customers, suppliers, employees and agents, such as an individual’s name, address, age, gender, identification number, income, family status, citizenship, employment, assets, liabilities, source of funds, payment records, credit information, personal references and health records.

“Plantbiosis Agreement” means the independent contractor agreement effective December 27, 2017 between the Corporation and Plantbiosis Ltd.

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“Privacy Laws” means all applicable federal, provincial, state, municipal or other laws governing the collection, use, disclosure and retention of Personal Information, including the Personal Information Protection and Electronic Documents Act (Canada).

“Products” has the meaning set out in the License Agreement.

“Pro Rata Portion” means the respective pro rata portion of Purchased Shares held by each of the Vendors, being: 40% in the case of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; 40% in the case of ▇▇▇▇▇▇ ▇▇▇▇▇▇; and 20% in the case of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

“Purchase Price” has the meaning set out in Section 2.02.

“Purchased Shares” means 500,000 Shares.

“Purchaser Indemnitees” has the meaning set out in Section 7.02(1).

“Shares” means Class A shares in the capital of the Corporation.

“Subsidiary” means, with respect to any person, an entity which is controlled by such person; when used without reference to a particular person, “Subsidiary” means a Subsidiary of the Corporation.

“Tax Act” means the Income Tax Act (Canada).

“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority including, (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax, (ii) all withholdings on amounts paid to or by the relevant person, (iii) all employment insurance premiums, Canada, Québec and any other pension plan contributions or premiums, (iv) any fine, penalty, interest, or addition to tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee, and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law.

“Tax Election” has the meaning set out in Section 6.02.

“Tax Returns” means all returns, reports, declarations, statements, bills, schedules, forms or written information of, or in respect of, Taxes that are, or are required to be, filed with or supplied to any Taxation Authority.

“Taxation Authority” means any domestic or foreign government, agency or authority that is entitled to impose Taxes or to administer any applicable Tax legislation.

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“Time of Closing” means 10:00 a.m. (Mountain Time) on the Closing Date.

“Third Party Claim” means a Claim made against any person entitled to indemnification under this Agreement by any person who is not a party to this Agreement.

“Third Party Proceedings” has the meaning set out in Section 7.06(1).

“Threshold Amount” has the meaning set out in Section 7.05(1).

“USA” means the shareholder agreement dated June 9, 2016 between the Vendors.

“Use” has the meaning set out in the License Agreement.

“Vendor Indemnitees” has the meaning set out in Section 7.03(1).

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term “including” means “including without limiting the generality of the foregoing” and the term “third party” means any person other than the Vendors, Corporation and the Purchaser.

1.04 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.05 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

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1.06 Currency

All references to currency herein are to lawful money of Canada.

1.07 Control

is such that, if that person and all of the entities referred to in Section 1.07(3)(b) that beneficially own securities of the entity were one person, that person would control the entity.

1.08 Schedules

The following are the Schedules to this Agreement:

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ARTICLE 2—SALE AND PURCHASE

2.01 Shares to be Sold and Purchased

Upon and subject to the terms and conditions hereof, the Vendors will sell the Purchased Shares in the proportions set forth in Schedule 2.01 to the Purchaser and the Purchaser will purchase the Purchased Shares from the Vendors, as of the Time of Closing on the Closing Date.

2.02 Purchase Price

(1) The purchase price payable to the Vendors for the Purchased Shares (such amount being hereinafter referred to as the “Purchase Price”) will be equal to the value and payable by the issuance of 185,500 Common Shares (the “Consideration Shares”) as follows:

(a) 74,200 Common Shares in the name of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇;

(b) 74,200 Common Shares in the name of ▇▇▇▇▇▇ ▇▇▇▇▇▇; and

(c) 37,100 Common Shares in the name of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

(2) At the Time of Closing, the Purchaser shall deliver to the Vendors certificates (the “Certificates”) evidencing the Consideration Shares duly registered as set forth in Schedule 2.02(2).

ARTICLE 3—REPRESENTATIONS AND WARRANTIES

3.01 Vendors’ Representations and Warranties

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ jointly and severally represent and warrant to the Purchaser in accordance with their Pro Rata Portion of the Purchased Shares and ▇▇▇▇▇▇ ▇▇▇▇▇▇ severally represents and warrants to the Purchaser in accordance with his Pro Rata Portion of the Purchased Shares, and each Vendor acknowledges that the Purchaser is relying on the following representations and warranties in connection with its purchase of the Purchased Shares, that:

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Each Vendor, solely with respect to herself/himself, represents and warrants to the Purchaser and acknowledges that the Purchaser is relying on the following representations and warranties in connection with its purchase of the Purchased Shares, that:

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3.02 Purchaser’s Representations and Warranties

The Purchaser represents and warrants to each of the Vendors and acknowledges that each of the Vendors is relying on the following representations and warranties in connection with its sale of the Purchased Shares, that:

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ARTICLE 4—COVENANTS

4.01 Taxes

The Purchaser does not assume and will not be liable for any Taxes which may be or become payable by the Vendors including any Taxes resulting from or arising as a consequence of the sale by the Vendors to the Purchaser of the Purchased Shares herein contemplated, and the Vendors will indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser from and against all such Taxes.

ARTICLE 5—DELIVERIES

5.01 Vendors’ Deliveries at the Time of Closing

Concurrently with the execution of this Agreement by the Vendors and the Purchaser, the Vendors shall deliver or cause to be delivered to the Purchaser:

5.02 Purchaser’s Deliveries at the Time of Closing

Concurrently with the execution of this Agreement by the Vendors and the Purchaser, the Purchaser shall deliver to the Vendor:

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ARTICLE 6—CLOSING ARRANGEMENTS

6.01 Closing

The sale and purchase of the Purchased Shares will be completed electronically.

6.02 Tax Election

The Parties hereby agree that, at each Vendor’s option, the purchase and sale of the Purchased Shares hereunder shall be made pursuant an election under subsection 85(1) of the Tax Act (each, a “Tax Election”), and for that purpose the elected amount in respect of the particular Vendor’s Purchased Shares shall be the amount determined by the particular Vendor, subject to the limitations set forth in the Tax Act (and any corresponding provisions of any applicable taxing statute) (in each case, the “Elected Amount”). If a particular Vendor provides the Purchaser with a Tax Election on or before 60 days after the date hereof, the Purchaser shall have the right but not the obligation to review and comment on the Tax Election and that particular Vendor shall reasonably consider the Purchaser’s requests. The Purchaser shall execute the Tax Election and return it to the particular Vendor within thirty days after it has been delivered to the Purchaser. Each Vendor shall be entirely responsible for the accuracy of the information in each’s Tax Election, ensuring that the Elected Amount is within the limits prescribed under the Tax Act and the filing of the Tax Election with the Canada Revenue Agency. Accordingly, the Purchaser shall not be responsible or liable for any Taxes, damages or expenses resulting from the failure by any Vendor to properly complete a Tax Election or to properly file such Tax Election within the time prescribed under the Tax Act or any applicable taxing statute. In the event that a particular Vendor wishes to make an amendment to, or re-file, the Tax Election, the Purchaser shall execute the amended Tax Election and return it to the particular Vendor within thirty days after it has been delivered to the Purchaser, and the particular Vendor may file such amended Tax Election provided that such Vendor pays any applicable penalties.

ARTICLE 7—INDEMNIFICATION

7.01 Survival

All covenants, representations and warranties of each party contained in this Agreement will survive the Closing and will continue in full force and effect, subject to the provisions of this Article 7—, for a period of 18 months from Closing.

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7.02 Indemnification by the Vendors and Corporation

(1) Subject to the provisions of this Article 7—, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ jointly and severally in accordance with their Pro Rata Portion of the Purchased Shares and ▇▇▇▇▇▇ ▇▇▇▇▇▇ severally indemnifies and saves harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of resulting from:

(2) Notwithstanding any of the other provisions of this Agreement, the Vendors will not be liable to any Purchaser Indemnitee in respect of:

whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time but excluding any Claim or Loss arising out of or resulting from any fraud by the Vendors or Corporation in which case there will be no time limit for the Purchaser to make a Claim against the Vendors in respect thereof;

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whether or not any Purchaser Indemnitee has discovered or could have discovered such matter before such time.

7.03 Indemnification by the Purchaser

(1) Subject to the provisions of this Article 7—, the Purchaser will indemnify and save harmless the Vendors and the directors, officers, employees and agents of the Vendors (the “Vendor Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of or resulting from

(2) Notwithstanding any of the other provisions of this Agreement, the Purchaser will not be liable to any Vendor Indemnitee in respect of:

whether or not any Vendor Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time but excluding any Claim or Loss arising out of or resulting from any fraud by the Purchaser in which case there will be no time limit for the Vendors to make a claim or demand against the Purchaser in respect thereof;

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whether or not any Vendor Indemnitee has discovered or could have discovered such matter before such time.

7.04 Tax Indemnification by the Vendors and Corporation

In addition to and without limiting the generality of Section 7.02, the Vendors and the Corporation shall jointly and severally indemnify the Purchaser Indemnitees and save them fully harmless against any Taxes which may be suffered or incurred by the Purchaser Indemnitees as a result of, or arising out of or in connection with or related in any manner whatever to any Taxes required to be paid by the Corporation (and any successor thereto) in respect of a taxation year or other fiscal period that ends on or before the Time of Closing. The indemnification provided under this Section 7.04 shall survive until 90 days after the expiration of the applicable limitations period.

7.05 Limitation

(1) Notwithstanding any other provision of this Agreement, a party shall not be entitled to require payment of any amount by another party on account of the indemnities pursuant to this Article 7 until the aggregate of all such amounts for which the claiming party would otherwise be entitled to require payment by such other party exceeds $10,000 (the “Threshold Amount”), and once the Threshold Amount has been exceeded, the claiming party shall be entitled to require one or more payments on indemnities pursuant to this Article 7 from the first dollar of such amounts, without regard to the Threshold Amount, limited in aggregate to the maximum of the Purchase Price, which, in the case of Vendor liability pursuant to this Article 7 shall be respectively limited in accordance with their Pro Rata Portion of the Purchase Price.

(2) For purposes of determining liability and indemnity obligations under this Agreement, Losses shall be limited to actual Losses, and no party shall be entitled to consequential, punitive, special or similar Losses, including, but not limited to, Losses for lost profit.

7.06 Third Party Indemnification

(1) Promptly after the assertion by any third party of any Third Party Claim (a “Third Party Proceeding”) against any person entitled to indemnification under this Agreement (the “Indemnitee”) that results or may result in the incurrence by such Indemnitee of any Claim or

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Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee will promptly notify the party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the Indemnitee, except to the extent such failure prejudices the Indemnitor. Thereupon, the Indemnitor will have the right, upon written notice (the “Defence Notice”) to the Indemnitee within 30 days after receipt by the Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence against the Third Party Proceeding in its own name or, if necessary, in the name of the Indemnitee.

(2) The Defence Notice will specify the counsel the Indemnitor will appoint to defend such Third Party Proceeding (the “Defence Counsel”), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Indemnitee will have the right to employ separate counsel in any Third Party Proceeding and/or to participate in the defence thereof, but the fees and expenses of such counsel will not be included as part of any Losses incurred by the Indemnitee unless (i) the Indemnitor failed to give the Defence Notice, including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the interests of the Indemnitee and the Indemnitor with respect to the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnitor has been specifically authorized by the Indemnitor. The party conducting the defence of any Third Party Proceeding will keep the other party apprised of all significant developments and will not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless the Indemnitor and the Indemnitee consent, which consent will not be unreasonably withheld.

7.07 After Tax Basis

In determining the amount of any Loss under this Article 7—, such Loss will be increased (or decreased) to take into account any net Tax cost (or net current or future Tax benefit) incurred or enjoyed by the Indemnitee as a result of the matter giving rise to such Loss and the receipt of an indemnity payment hereunder. For greater certainty, any net Tax cost will include any further cost resulting from such increased payment.

ARTICLE 8—GENERAL

8.01 Further Assurances

Each of the Vendors, the Corporation and the Purchaser will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

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8.02 Time of the Essence

Time is of the essence of this Agreement.

8.03 Fees and Commissions

Each of the Vendors, the Corporation and the Purchaser will pay its respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses whatsoever and howsoever incurred and will indemnify and save harmless the other from and against any Claim for or Loss resulting from any broker’s, finder’s or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions under this Agreement.

8.04 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns of the parties hereto.

8.05 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

8.06 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

8.07 Assignment

This Agreement may not be assigned by the Vendors without the written consent of the Purchaser but may be assigned by the Purchaser without the consent of the Vendors to an Affiliate of the Purchaser, provided that such Affiliate enters into a written agreement with the Vendors to be bound by the provisions of this Agreement in all respects and to the same extent as the Purchaser is bound and provided that the Purchaser will continue to be bound by all the obligations hereunder as if such assignment had not occurred and perform such obligations to the extent that such Affiliate fails to do so.

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8.08 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as follows:

To the Vendors or the Corporation:

Pathway Rx Inc.

▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:     [***]

Email:           [***]

with a copy to:

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP

2900, ▇▇▇ ▇ ▇▇▇ ▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:     [***]

Email:           [***]

To the Purchaser:

Sundial Growers Inc.

▇▇▇▇ ▇, ▇▇▇ ▇▇, ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:     [***]

Email:           [***]

with a copy to:

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP

4000, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:     [***]

Email:           [***]

or to such other street address, individual or electronic communication number or address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the 3^rd Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

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8.09 Remedies Cumulative

The right and remedies of the parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

8.10 No Third Party Beneficiaries

Except as provided in Section 8.04, this Agreement is solely for the benefit of:

and this Agreement will not be deemed to confer upon or give to any other person any Claim or other right or remedy.

8.11 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein.

8.12 Attornment

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Alberta and the courts of the Province of Alberta will have jurisdiction to entertain any action arising under this Agreement. The Vendors and the Purchaser each attorn to the jurisdiction of the courts of the Province of Alberta.

8.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

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8.14 Electronic Execution

Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

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IN WITNESS WHEREOF the parties have executed this Agreement.

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