Amended and Restated Escrow Agreement

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(a)

neither the Escrow Agent nor its employees, servants, agents and associates will be liable or accountable for any loss or damage whatsoever to any Person, including but not limited to the Parties and each of their officers, directors, shareholders and Affiliates, caused by its performance of or its failure to perform its duties and responsibilities under this Escrow Agreement, save only to the extent that such loss or damage is attributable to the gross negligence or wilful misconduct of the Escrow Agent, having regard to the fact, which is hereby acknowledged by each of the Parties, that the Escrow Agent is not engaged in the business of providing escrow services;

(b)

the Escrow Agent will have no duties or responsibilities except those which are expressly set forth herein, and the rights, duties, liabilities and immunities of the Escrow Agent may not be altered without its prior written consent;

(c)

upon the earlier of either (A) release and delivery by the Escrow Agent of (i) all the items pursuant to Section 4.1(a) of this Escrow Agreement; and (ii) the Termination and Release Agreement; or (B) release and delivery by the Escrow Agent of any deposited items pursuant to the Escrow Release Instruction, the Escrow Agent will be released and forever discharged from all of its duties and responsibilities hereunder.

(d)

in acting hereunder, the Escrow Agent will be severally indemnified and saved harmless by the Parties (each as to an equal share) from all expenses, liabilities, claims, suits, damages, costs (including any costs incurred by the Escrow Agent pursuant to paragraph (e) below) and demands whatsoever and howsoever arising (collectively, the Expenses) in connection with the performance by it of its duties and responsibilities under this Escrow Agreement, save only to the extent that the Expenses arise directly from the gross negligence or wilful misconduct of the Escrow Agent, its servants, agents and associates, having regard to the fact that the Escrow Agent is not engaged in the business of providing escrow services. This indemnity shall survive the termination of the escrow arrangements provided for in this Escrow Agreement;

(e)

the Escrow Agent may retain and act on the opinion or advice obtained from its counsel or other professional advisors (who may be partners or employees of the Escrow Agent) and will not be responsible for any loss occasioned by doing so, nor will it incur any liability or responsibility for deciding in good faith not to act upon such opinion or advice; and

(f)

the Escrow Agent may rely upon any direction, document or instrument delivered to it in compliance or purporting to be in compliance with any provision of this Escrow Agreement without any obligation whatsoever for it to make any inquiry as to its genuineness or the correctness of any statement made therein or as to whether amounts are actually due or payable by any other Party to another Party.

 

 

5.2	Resignation of the Escrow Agent

The Escrow Agent may resign and be discharged from any further duties or liabilities hereunder by giving five (5) Business Days' written notice to the Parties or such shorter notice as the Parties may accept. Upon the resignation of the Escrow Agent, its successor will be forthwith appointed by the Parties jointly, and failing such appointment, the Escrow Agent may apply to the Court of Queen's Bench of Alberta, Judicial District of Calgary, on such notice as such court may direct for the appointment of a new escrow agent and upon such appointment, the Escrow Shares and Escrow Documents will be transferred to the successor and the successor will be vested with the same powers, rights, duties and responsibilities as if the successor had been originally named as the escrow agent herein.

5.3	Actions Instituted by Escrow Agent

The Escrow Agent may, but is not obliged to, institute an action in any court of competent jurisdiction seeking instructions, inter alia, as to the release or retention of the Escrow Shares and/or the Escrow Documents and shall be entitled in its sole and arbitrary discretion, in the event of a dispute arising in respect of the Escrow Shares and/or the Escrow Documents, or any portion thereof, or otherwise in respect of this Escrow Agreement, to interplead any such dispute at the Court of Queen's Bench in Calgary, Alberta.

5.4	Acknowledgement Respecting the Escrow Agent

CCC, CCCSub and 226 each acknowledge that: (a) the Escrow Agent or its servants, agents or associates may have provided legal advice and related services to each of AV and ADH in connection with the transactions contemplated in this Escrow Agreement and agrees that the Escrow Agent may continue to provide legal advice and related services to each of AV and ADH in connection with such agreements; (b) the duties of the Escrow Agent hereunder are purely mechanical; and (c) the Escrow Agent is acting hereunder for the convenience of the Parties and shall not be impeached or accountable because of any conflicting or potentially conflicting duties to each of AV and ADH or any advice provided to either of them.  Further, (i) all costs and expenses incurred by the Escrow Agent in performing its duties hereunder shall be paid by the Parties on a joint and several basis, and will be those usually charged in performing legal services which will be based on the Escrow Agent's standard hourly rates in effect from time to time, and (ii) all Expenses for which the Parties are made severally liable pursuant to Section 5.1(d) shall, as between the Parties, be paid by the Parties on a joint and several basis (in each case, without prejudice to any arrangements between the Parties as to expenses and indemnities between them).

Notwithstanding the first paragraph in this Section 5.4, in the event of a dispute between the Parties with respect to the transactions contemplated in this Escrow Agreement, the Escrow Agent may, at its option, cease to provide advice to each of AV and ADH and each of AV and ADH would be required to seek new counsel.

5.5	Compliance with Judgements

If any dispute arises out of this Escrow Agreement or any process is commenced against the subject matter of this Escrow Agreement, including court orders, garnishees or any other processes, the Escrow Agent is hereby empowered and entitled to comply with any orders, writs, judgements or decrees or, if it sees fit, to deliver the subject matter of the escrow to the Court of Queen's Bench of Alberta.

 

 

ARTICLE 6
OTHER MATTERS

6.1	Governing Law

This Escrow Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and the laws of Canada applicable therein and shall, in all respects, be treated as a contract made in the Province of Alberta. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of or in connection with this Escrow Agreement.

6.2

Enurement

This Escrow Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective administrators, trustees, receivers, successors and permitted assigns and transferees.

6.3	Assignment

This Escrow Agreement and the rights and obligations hereunder will not be assignable, in whole or in part, by the Parties (excluding ADH and AV) without the prior written consent of ADH. Each of ADH and AV may, upon giving written notice to the other Parties, shall have the right to assign its rights and obligations hereunder to any person in its sole discretion.

6.4

Notices

The addresses for service and the fax numbers of the parties hereto shall be as follows:

 

 

All notices, communications and statements required, permitted or contemplated hereunder shall be in writing, and shall be delivered as follows:

(a)

by personal service on a party at the address of such party set out above, in which case the item so served shall be deemed to have been received by that party when personally served;

(b)

by confirmed facsimile transmission to a party to the fax number of such party set out above, in which case the item so transmitted shall be deemed to have been received by that party when transmitted; or

(c)

except in the event of an actual or threatened postal strike or other labour disruption that may affect mail service, by mailing first class registered post, postage prepaid, to a party at the address of such party set out above, in which case the item so mailed shall be deemed to have been received by that party on the third Business Day following the date of mailing.

A party may from time to time change its address for service or its fax number or both by giving written notice of such change to the other parties in accordance with the provisions hereof.

 

 

6.5	Counterpart and Facsimile

This Escrow Agreement may be executed in any number of separate counterparts and all such signed counterparts constitute one and the same agreement. Delivery by facsimile or other electronic means of an originally executed signature page to this Escrow Agreement by any party shall be binding on all parties hereto.

[signatures on following page]

 

 

IN WITNESS WHEREOF the parties hereto have executed this Escrow Agreement as of the day and year first above written.

 

 

SCHEDULE “A”

INITIAL RELEASE INSTRUCTION

TO:	Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP Suite 3700, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇  ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ Attention:  ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇

RE:

Escrow Agreement dated as of March 27th, 2017, as amended and restated on November ___, 2017 among Avonlea Ventures Inc., Avonlea-▇▇▇▇▇▇ Holdings Inc., Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., The Clinic Network Inc. and Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP (the “Escrow Agreement”)

 

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All capitalized terms used herein will have the meaning ascribed to such terms in the Escrow Agreement.

The undersigned hereby unconditionally and irrevocably directs you as Escrow Agent, in accordance with the Escrow Agreement, that:

1.

the Escrow Documents (excluding the Termination and Release Agreement, the Escrow Agreement, the Trustee Agent Escrow Agreement, the Transfer POA, the CCCSub Direction to Pay and the Post-Closing Escrow Agreement) are to be delivered to ADH all in accordance with Section 4.1(a) of the Escrow Agreement; and

2.

The Trustee Agent Escrow Agreement, the Transfer POA, CCCSub Direction to Pay, the Post-Closing Escrow Agreement and the Escrow Shares are to be delivered to the Trustee Agent all in accordance with Section 4.1(a) of the Escrow Agreement and the instructions set forth below.

 

 

DATED this ___ day of ________________, 20__.

 

AVONLEA-▇▇▇▇▇▇ HOLDINGS INC.
Per:
	Name: Title:

 

 

 

 

Acknowledged by:
NORTON ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CANADA LLP as Escrow Agent
Per:
	Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ Title:   Partner

 

 

SCHEDULE “B”

TERMINATION AND RELEASE INSTRUCTION

TO:	Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP Suite 3700, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇  ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ Attention:  ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇

RE:

Escrow Agreement dated as of March 27th, 2017, as amended and restated on November ___, 2017 among Avonlea Ventures Inc., Avonlea-▇▇▇▇▇▇ Holdings Inc., Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., The Clinic Network Inc. and Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP (the “Escrow Agreement”)

 

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All capitalized terms used herein will have the meaning ascribed to such terms in the Escrow Agreement.

The undersigned hereby unconditionally and irrevocably directs you as Escrow Agent, in accordance with the Escrow Agreement, to release to CCC, CCCSub and 2264793, the Termination and Release Agreement, all in accordance with Section 4.1(c) of the Escrow Agreement.

DATED this ___ day of ________________, 20__.

SCHEDULE “C”

ESCROW RELEASE INSTRUCTION

RE:

Escrow Agreement dated as of March 27th, 2017, as amended and restated on November ___, 2017 among Avonlea Ventures Inc., Avonlea-▇▇▇▇▇▇ Holdings Inc., Canadian Cannabis Corp., Canada Cannabis Corp., 2264793 Ontario Inc., The Clinic Network Inc. and Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP (the “Escrow Agreement”)

 

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All capitalized terms used herein will have the meaning ascribed to such terms in the Escrow Agreement.

The undersigned hereby unconditionally and irrevocably direct you as Escrow Agent, in accordance with the Escrow Agreement, to release to the respective Parties any items deposited by the Party held by the Escrow Agent, all in accordance with Section 4.1(e) or 4.1(f) of the Escrow Agreement.

DATED this ___ day of ________________, 20___.

 

AVONLEA-▇▇▇▇▇▇ HOLDINGS INC.			AVONLEA VENTURES INC.
Per:			Per:
	Name: Title:			Name: Title:
CANADIAN CANNABIS CORP.			CANADA CANNABIS CORP.
Per:			Per:
	Name: Title:			Name: Title:
2264793 ONTARIO INC.			THE CLINIC NETWORK
Per:			Per:
	Name: Title:		Name Title:	Name: Title:
Acknowledged by:
NORTON ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CANADA LLP as Escrow Agent
Per:
	Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ Title:   Partner

 

 

 

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